Annual Report (1) - Skyline Millars Ltdskylinemillarsltd.com/wp-content/uploads/2016/10/SML...Ganesh...

th96 Annual Report2015-2016

Ganesh Nalawade

Chief Financial Officer Shivakumar S. Aiyar

LLP

Independent Director

Director

SKYLINE MILLARS LIMITED

th96 ANNUAL REPORT 2015-16

CONTENTS Page No.

Notice 1

Directors' Report 9

Management Discussion & Analysis 34

Corporate Governance Report 36

Independent Auditors' Report 53

Balance Sheet 59

Statement of Profit & Loss 60

Notes forming part of Financial Statements 61

Cash Flow Statement 85

Form of Proxy 86

Attendance Slip 88



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NOTICE

Notice is hereby given that the Ninety- Sixth Annual General Meeting of the Members of Skyline Millars

Limited will be held

On Thursday, The

to transact the following business.

at Misty Violet Conference Hall Of “Lavender Bough” , 6th Floor, Next To

Swaminarayan Temple, 90 Feet Road, Garodia Nagar, Ghatkopar (east), Mumbai - 400 077th29 September, 2016 At 11.00 A.m.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended st31 March, 2016 together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint Director in place of Mr. Tarak A. Patel (DIN 00166183), who retires by rotation and being eligible,

offers himself for re-appointment.

3. To appoint Director in place of Mr. Shilpin K. Tater (DIN02820572), who retires by rotation and being eligible, offers himself for re-appointment.

4. Ratification of appointment of Statutory Auditors

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the appointment of M/s. Manubhai & Shah LLP., Chartered Accountants (Firm Registration Number 106041W/W100136) as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Ninety Seventh Annual General Meeting of the Company to be held in the year 2017 to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors”

By order of the Board of DirectorsSkyline Millars Limited

Ganesh R. Nalawade Company Secretary

Mumbai, August 11, 2016.Registered Office:Skyline Oasis, Gate no 2,C/2, 412-413 Skyline Wealthspace,Premier Road, Vidyavihar (west)Mumbai – 400 086.


th96 ANNUAL REPORT 2015-16 2

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share capital of the Company. Members holding more than ten percent of the total share capital of the Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

2. The relative explanatory statement pursuant to section 102 of the Companies Act, 2013 ("Act")setting out materials facts concerning the Business under Item No. 4, of the Notice, is annexed hereto, The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI" Listing Regulations"), of the person seeking re-appointment as Director under Item No. 2 and 3 of the Notice, are also annexed.

3. Corporate Members intending to send their authorized representative to attend the Annual General Meeting pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Company, a certified copy of the relevant Board Resolution together with the respective specimen signatures of those representative(s) authorized under the said resolution to attend and vote on their behalf at the Meeting.

4. Members, Proxies and Authorized representatives are requested to bring to the Meeting the attendance slips enclosed herewith duly completed and signed mentioning therein details of their DP ID and Client ID / Folio No.

th5. The Register of Members and Share Transfer Register shall remain closed from Saturday the 24 September, th2016 to Thursday the 29 September 2016 (both days inclusive).

th7. A Route map showing directions to reach the venue of the 96 Annual General Meeting is given at the end of this Notice as per the requirement of the Secretarial Standard -2 on “General Meeting”.

8. The business set out in the Notice will be transacted through remote electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to remote e-voting are given in this Notice under Note No. 14. The Company will also send communication relating to remote e-voting which inter alia would contain details about User ID and password along with a copy of this Notice to the members, separately.

6. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their email address either with the Company or with the Depository Participant(s). Members who have not registered their email address with the Company can now register the same by submitting a duly filled-in 'E-communication Registration Form' available on the website of the Company www.skylinemillarsltd.com Members holding shares in demat form are requested to register their email address with their Depository Participant(s) (DP) only. Members of the Company who have registered their email address are also entitled to receive such communication in physical form, upon request.



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9. Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository Participants, with whom they maintain their demat accounts, will be used by the Company for the payment of dividend if any. The Company or its Registrar cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the Depository Participants of the Members. Members holding shares in demat form are requested to intimate any change in their address and / or bank mandate immediately to their Depository Participants.

10.The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose email address are registered with the Company or the Depository Participant(s), unless the Members have registered their request for the physical copy of the same. Physical copy of the Notice of AGM, Annual Report

and Attendance Slip are being sent to those Members who have not registered their email address with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report

and Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the Registration Counter at the AGM.

11.The members holding the shares in physical form can avail of the nomination facility in terms of Section 72 of the Companies Act, 2013, by furnishing Form SH. 13 (in duplicate) to the Company or to the Registrar and Transfer Agent of the Company. The nomination form can be downloaded from the Company's website

under the section 'Investor Relations'. In case of shares held in dematerialized form, a nomination form will have to be lodged by the members with their DPs.

12. In terms of Section 152 of the Companies Act, 2013, Mr. Tarak A. Patel (DIN 00166183), and Mr. Shilpin K. Tater (DIN02820572) Directors, retire by rotation at the Meeting and being eligible, offer themselves for reappointment.

The Board of Directors of the Company commends their respective re-appointments. Brief resume of Directors including those proposed to be re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulations 36(3) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 are provided in the Corporate Governance Report forming part of the Annual Report.

13. In terms of the applicable provisions of the Companies Act, 2013, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). Those members who have so far not encashed their Dividend Warrants may claim or approach the Company for the payment thereof. Kindly note that after such date the members will have to claim such dividend from IEPF in accordance with the Rules prescribed by the Central Government under the Companies Act, 2013.

The details of dividend declared / paid from the year 2008-09 proposed to be transferred to IEPF until the conclusion of the next Annual General Meeting are given below:

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Date of declaration

Dividend forthe year

Dividend ` per share

Due date of theproposed transfer

to IEPF

27-Sept-2009Final Dividend

(2008-09)` 0.20 ` 3,16,921.60 03- Dec -2016

Dividend Amount `

14. Information and other instructions relating to e-voting are as under:

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means. The Members,

rdwhose names appear in the Register of Members / list of Beneficial Owners as on Friday, 23 September, 2016 i.e. the date prior to the commencement of book closure, are entitled to vote on the Resolutions set forth in this Notice. The members may cast their votes on electronic voting system from place other than the venue of

ththe meeting (remote e-voting). The remote e-voting period will commence at 9.00 a.m. on Monday, 26 thSeptember, 2016 and will end at 5.00 p.m. on Wednesday, 28 September, 2016. The Company has

appointed M/s. V. Sundaram & Co., Practising Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Monday, September 26, 2016 (9.00 a.m.) and ends on Wednesday,

September 28, 2016 (5.00 p.m.). During this period shareholders' of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date i.e. September 23, 2016 may

cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the

meeting venue.

(iii) The shareholders should log on to the e-voting website

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to and voted on an

earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

www.evotingindia.com.

www.evotingindia.com



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For Members holding shares in Demat Form and Physical Form

PAN

member id / folio number in the Dividend Bank details field as mentioned in

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8 digits

of the sequence number in the PAN field.In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(i) After entering these details appropriately, click on “SUBMIT” tab.

(ii) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menu wherein they

are required to mandatorily enter their login password in the new password field. Kindly note that this

password is to be also used by the demat holders for voting for resolutions of any other company on which

they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care to keep your

password confidential.

(iii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

(iv) Click on the EVSN for the relevant Skyline Millars Limited on which you choose to vote.

(v) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the

Resolution and option NO implies that you dissent to the Resolution.

(vi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(vii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL”

and accordingly modify your vote.

Dividend Bank DetailsOR Date of Birth (DOB)



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(viii)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(ix) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(x) If a demat account holder has forgotten the login password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

(xi) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based

mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone

users can download the app from the App Store and the Windows Phone Store respectively on or after th30 June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xii) Note for Non – Individual Shareholders and Custodians

· Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log

on to www.evotingindia.com and register themselves as Corporates.

· A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].

· After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.

· The list of accounts linked in the login should be emailed to [email protected] and on

approval of the accounts they would be able to cast their vote.

· A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of

the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the

same.

(xiii)In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

By order of the Board of DirectorsSkyline Millars Limited

Ganesh R. Nalawade Company Secretary



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Explanatory Statement(Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013 ("Act"), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 4 of the accompanying Notice.

Item No. 4

This explanatory statement is provided though strictly not required as per Section 102 of the Act. M/s. Manubhai & Shah, Chartered Accountants, (ICAI Firm Registration 106041W), (now known as M/s. Manubhai & Shah LLP., Chartered Accountants, (Firm Registration Number 106041W/W100136) were appointed as the statutory auditors of the Company for the period of 5 years at the Annual General Meeting (AGM) of the Company held on September 24, 2014, to hold office from the conclusion of the 94th AGM till conclusion of the 99th AGM to be held in the year 2019. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for appointment of statutory auditors as per the proposal contained in the Resolution set out at item no. 4 of the Notice. The Board commends the Resolution at item No. 4 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution at Item No. 4 of the Notice.

By order of the Board of Directors SKYLINE MILLARS LIMITED

sd/-

Ganesh R. Nalawade (Company Secretary)

Mumbai, August 11, 2016.

MAP

At Misty Violet Conference Hall of “Lavender Bough” , 6th Floor, next to Swaminarayan Temple,

90 Feet Road, Garodia Nagar, Ghatkopar (East), Mumbai - 400 077



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ANNEXURE TO ITEMS 2, and 3 OF THE NOTICEDetails of Directors seeking re-appointment at the Annual General Meeting

(In pursuance of Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015)

Name of Director

Director Identification

Number(DIN)

Date of birth

Nationality

Date of Appointment

on Board

Qualification

Area of Experience

List of Directorships

held in other

Companies (excluding

foreign, private and

Section 8 Companies)

Memberships /

Chairmanships of

Audit and Stakeholders'

Relationship

Committees across

Public Companies

Mr. Tarak A. Patel

00166183

28/12/1975

Indian

29/12/2003

BA in Economics from the University of Rochester, USA and an MBA degree jointly conferred by Columbia Business School, London Business School and University of Hongkong (HKU) Business School

Industrialist

73,000

GMM Pfaudler LimitedReady Mix Concrete LimitedKaramsad Investments Ltd.Karamsad Holdings Ltd.

Audit Committee- Skyline Millars Ltd.Stakeholders' Relationship Committees - Skyline Millars Ltd.

Shareholding in SML

Mr. Shilpin K. Tater

02820572

05/05/1986

Indian

14/10/2009

B.E. – (V.J.T.I., Mumbai)MBA Institute Management Technology (IMT)Ghaziabad (Dubai Branch)Course on International Economics: Harvard University, USA

Experience in Real Estate Development & Related Business

NIL

NIL

NIL



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Directors' Report

ToThe Members,Skyline Millars Limited

Your Directors have pleasure in presenting the 96 Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 March, 2016.

1. FINANCIALS:

a. FINANCIAL RESULTS The Company's performance during the year ended 31 March, 2016 as compared to the previous financial year, is summarized below:

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st

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PARTICULARS F.Y. 2015-16

(` in lacs)

Revenue from Operations (Net) 874.68

Other income 31.39

Total Revenue 906.07

Profit/(Loss) before finance cost, Depreciation, Exeptional items and Taxation (154.28)

Less: Finance Cost 80.27

Less: Depreciation & Amortisation 98.95

Profit before exceptional items and Taxation (333.50)

Less: Exceptional Items - -

Before Tax (333.50)

Less: Current Taxes - -

Less: Deferred Tax 14.36

After Tax (348.86)

Add: Surplus in Statement of Profit & Loss at the beginning of the year.

after adjustments 1568.14

Add: Mat Credit entitlement -

Amount available for appropriations 1220.28

Transferred to General Reserves - -

Profit and Loss Balance Carried Forward 1220.28

F.Y. 2014-15

(` in lacs)

617.27

68.76

686.03

(247.54)

83.76

103.45

/(Loss) (434.75)

Profit/(Loss) (434.75)

42.44

Profit/(Loss) (477.19)

2045.33

-

1568.14

1568.14



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b. OPERATIONS:

During the year under review your Company's Sales and Other income was Rs. 906.07 lacs as against Rs. 686.03 Lacs for the previous year, an increase of 32.07%.

Revenue from Construction Equipment Division for the financial year ending March 31, 2016 was Rs.123.32 lacs as against Rs.160.11 lacs for F.Y 2014-15. Revenue from Pre-Cast Pipes Division for the financial year ending March 31, 2016 was Rs. 153.04 lacs as against Rs. 252.82 lacs for F.Y. 2014-15. Revenue from the Real Estate Division was Rs.598.32 lacs for the financial year ending March 31, 2016 as against Rs.204.34 lacs for F.Y 2014-15.

Your Company has incurred a pre-tax loss of Rs.333.50 lacs during the financial year ending March 31, 2016 as compared to the pre-tax loss of Rs.434.75 lacs in the previous financial year.

The general slowdown in the infrastructure sector and the delay in obtaining various regulatory approvals has adversely impacted the pre-cast pipes & real estate business segments of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues.

The Earning Per Share (EPS) of the Company is at Rs.(0.86) as compared to Rs.(1.19) for the previous year. Due to economic slowdown, external factors remained challenging, inflationary pressures impacted the demand resulting in overall decline in the operations of your Company.

The Company continues to be engaged in the activities pertaining to Construction Equipment, Real Estate and

There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company did not have any subsidiary, associate and joint venture company.

d. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:In view of loss incurred during the year under review, the Board of Directors have not recommended transfer of any amount to reserves.

f. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

g. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Arbitration Award dated 7/07/2015 directed the Company to pay a sum of Rs. 1,24,92,446/- and cost of Rs. 6,69,250/- to DGBR. Against this the Company appealed in Delhi high Court and Delhi High Court vide its interim order dated 7/12/2015 has directed the Company to deposit the entire award amount with the Registrar General

Pre-cast Pipes



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of this Court. In the said order the Delhi High Court has further given an option to the Company to rectify and operationalize both the plants with in a period of eight weeks in which event, the Company is permitted to deposit the 50% of the award amount.

The Company carried out the inspection of both the plants and filed its report with the Delhi High Court and had deposited Demand Draft of Rs 65,80,848/- and submitted that the plants cannot be rectified and operationalize. The appeal is pending before the Delhi High Court.

The Company has in May 2015 received Sales Tax Demand of Rs. 496.57 lacs in respect of Assessment Orders passed by the Sales Tax Officer under BST Act, 1959 for the financial years 2001-02 to 2004-05. As per legal opinion received from the tax consultant the Company has already filed appeals disputing the said demands including interest and penalty. Taking into account the advice received from the tax consultants, in respect of the

stsaid demands, the Company has already made a provisions of Rs. 114.22 lacs in the accounts as at 31 March, 2016.

h. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

i. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

j. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly the disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The Policy on materiality of related party transactions and dealing of related party transactions, as approved by the Board may be accessed on the Company's website at

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer Note No. 13 & 14 of Notes to the Financial Statements).

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l. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

Company has not given any loan, guarantee or provision of security or otherwise any financial assistance for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of or for any shares in the company or in its holding company and does not have any scheme relating thereto, so this disclosure is not applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Niranjan R. Jagtap (DIN: 01237606) and Mrs. Soha S. Shirke (DIN: 07131309), were appointed as Additional th thDirectors on 6 August, 2015 & 26 March, 2015 respectively and their appointment was regularized at the

thAnnual General Meeting held on 30 September, 2015.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Tarak A. Patel and Mr. Shilpin K. Tater Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

stThe Board of Directors met 5 times during the financial year ended 31 March 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

th thThe dates on which the Board of Directors met during the financial year under review are 15 May, 2015, 6 th th thAugust, 2015, 6 November, 2015,10 February, 2016 & 25 February, 2016.

b. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the st Company for the year ended 31 March, 2016, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state

stof affairs of the Company as at 31 March, 2016 and of the profit/loss of the Company for that year;c. proper and sufficient care was taken for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;



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e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Upen Doshi, Chairman, 2. Mr. Jatin V. Daisaria, Member 3. Mr. Shilpin Tater, Member4. Mr. Vinod N. Joshi, Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Vinod N. Joshi, Chairman 2. Mr. Upen M. Doshi, Member 3. Mr. Maulik Dave, Member

th4. Mr. Tarak A. Patel, Member (w.e.f. 10 February, 2016)th5. Mr. Niranjan R. Jagtap, Member (w.e.f. 10 February, 2016)

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

e. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Vinod N. Joshi, Chairman, Mr. Tarak A. Patel, Mr. Jatin V. Daisaria, Mr. Upen Doshi, and Mr. Niranjan R. Jagtap, Members.

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.



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f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Vigil Mechanism Policy as approved by the Board may be accessed on the Company's website

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not exceeded the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the rules framed thereunder.

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For Independent Directors:· Knowledge and Skills· Professional conduct· Duties, Role and functions

(b) For Executive Directors· Performance as Team Leader/ Member.· Evaluating Business Opportunity and analysis of Risk Reward Scenarios· Key set Goals/ KRA and achievements· Professional Conduct, Integrity

at www.skylinemillarsltd.com.



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· Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

j. INTERNAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in their design or operation was observed.

k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and Committee Meetings.Disclosures of Remuneration of KMP's and comparison of their remuneration with other employees and performance of the Company is given in ANNEXURE -A

l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

STa. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2016:

stThe observations made by the Statutory Auditors in their report for the financial year ended 31 March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

STb. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s V. Sundaram & Co, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2015-16.

Secretarial Audit Report issued by M/s V. Sundaram & Co, Company Secretaries in Form MR-3 for the financial year 2015-16 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as ANNEXURE - B

c. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Manubhai & Shah LLP, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of the Company shall be



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required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d. COST AUDITORS:

Pursuant to Provisions of Section 148 of the Companies Act, 2013 read with Companies Cost (Record and Audit) Rules as amended, and Notification and Circulars issued by the Ministry of Corporate Affairs, Cost Audit is not applicable to the Company w.e.f. F.Y. 2014-15.

5. OTHER DISCLOSURES:Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the stfinancial year ended 31 March 2016 made under the provisions of Section 92(3) of the Act is attached as

ANNEXURE - C which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ANNEXURE D which forms part of this Report.

c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

Directors of the Company are not paid any remuneration except sitting fees for attending the Board and Committee meetings, as such the disclosure as per Section II of Schedule V to the Companies Act, 2013 are not applicable.

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

.Certificate on compliance of conditions of Corporate Governance of the Securities and Exchange Board of India (Listing Obligations and disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as ANNEXURE-E to this report

as stipulated in regulations Part C of Schedule V



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6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

save and except ESOS referred to in this Report.3. Except as stated elsewhere in the Directors Report no significant or material orders were passed

by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Vinod N. JoshiChairmanDIN: 01409387



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ANNEXURE - APARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(Pursuant to Section 197 sub-section 12 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

Sr. No. Requirements Disclosure

The ratio of the remuneration of each director

to the median remuneration of the employees

for the financial year;

The percentage increase in remuneration of CFO &CS in the financial year;

The percentage increase in the median remuneration of employees in the financial year;

The number of permanent employees on the rolls of the Company;

The explanation on the relationship between average increase in remuneration and Company Performance;

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotation of the shares of the company in comparison to the current financial year and previous year;

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its

comparison with the percentile

increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The Directors are not being paid any remuneration except

sitting fees for attending the Board and Committee Meetings.

Therefore the disclosure pertaining to the ratio of remuneration

of each director to the median remuneration of each employees

for the financial year does not apply.

There was no revision in the remuneration of the employees other than KMP's during the past 2 years.

Aggregate remuneration of KMP in F.Y. 2015-16. Rs. 18.09 Lacs

Revenue from operations Net. Rs. 874.68 Lacs

Remuneration of KMP (as a % of revenue) 2.07%

Profit/(Loss) before Tax (P/LBT). (Rs. 333.50 Lacs)

Remuneration of KMP (as a % of P/LBT) 5.42%

There was no revision in the remuneration of the employees other than KMP's during the past 2 years. Further,

Mr. ShivakumarAiyar, CFO 19.50%Mr. Ganesh Nalawade, Company (47.82%)Secretary w.e.f. 08/06/2015Mr. Dhaval Vora, Company Secretary resigned w.e.f. 15/05/2015

The median remuneration of the employees in the financial year was increased by 5.77%

stThere were 24 employees as on 31 March , 2016.

The Market capitalization of the Company has increased from Rs. 14.52 crores as of March 31, 2015 to Rs. 11.70 crores as of March 31, 2016. Over the same period, the price to earnings ratio moved from (3.03) to (3.38) The Stock price of the equity shares of the

stCompany as at 31 March , 2016 has increased by 19.39 % to Rs. st2.91 from Rs.3.61 as of 31 March , 2015.

the Directors are not being paid any remuneration except sitting fees for attending the Board and Committee Meetings. Accordingly the disclosure of comparison is not made.

1.

2.

3.

4.

5.

6.

7.

8.



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Sr. No. Requirements Disclosure

9.

10.

11.

The key parameters for any variable component of remuneration availed by the directors;

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Affirmation that the remuneration is as per the remuneration policy of the Company.

There were no variable components in the remuneration of Directors.

Directors are not paid any remuneration except sitting fees for attending the Board and Committee Meetings.

Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company;

12.

Remuneration paid during the year 2015-16 is as per the Remuneration Policy of the Company.

Mr. Shivakumar

S Aiyar, CFO

Mr. Dhaval Vora,

Company Secretary

up to 15/05/2015

Mr. Ganesh Nalawade,

Company Secretary

w.e.f. 8/06/2015

Remuneration

in F.Y. 2015-16

Revenue from

Operations (Net)

Remuneration

as % of Revenue

Profit / (Loss)

before Tax

Remuneration

as % of Profit /

(Loss) before

Tax

Rs. 8,74,67,846/-

(Rs. 3,33,49,800/-)

Rs. 11,67,884/- Rs. 2,47,977/- Rs. 3,93,350/-

1.33% 0.28% 0.45%

3.50% 0.74% 1.18%



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ANNEXURE BSECRETARIAL AUDIT REPORT

Form No. MR-3[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

stFor the financial year ended 31 March, 2016

To, The Members, Skyline Millars LimitedCIN: L63020MH1919PLC000640

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by Skyline Millars Limited (hereinafter called the “Company”). Secretarial Audit as required under Companies Act, 2013 was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon: Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by stSkyline Millars Limited (“the Company”) for the financial year ended on 31 March, 2016 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings; Not Applicable during the audit period.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

th(Upto 14 May, 2015) and The Securities and Exchange Board of India (Prohibition of Insider thTrading) Regulations, 2015 (w.e.f.15 May, 2015);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/ Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable during the audit period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the audit period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents Regulations 1993 regarding Companies Act dealing with the Company.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; -Not



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Applicable during the audit period.(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - Not Applicable

during the audit period.

(vi) We have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major heads/groups of Acts, laws and Regulations as applicable to the Company are listed below:

a. Income tax Act and other indirect taxes;b. The Information Technology Act,2000;c. Sale of Goods Act, 1930;d. All applicable Labour Laws and other incidental laws related to labour and employees appointed by the

Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc;

e. The Trade Marks Act,1999; The Copyright Act, 1957 & rules made thereunder;f. Customs Act , 1962; Indian Stamp Act, 1999;g. Negotiable Instruments Act, 1881;h. Industrial Employment (Standing Order) Act;i. Central Excise Act, 1994;j. Factories Act;

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) The Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered

into by the Company with BSE Limited and Ahmedabad Stock Exchange Limited.

To the best of our knowledge and belief, during the period under review, the company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as required under Companies Act, 2013. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the meetings of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any member of the Board of Directors during the period under review. There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has co-operated with us and have produced before us all the required forms information, clarifications, returns and other documents as required for the purpose of our audit.

For V. Sundaram & Co.

Sd/-V. Sundaram

Company Secretary

Place : Mumbai Date: 25/05/2016



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ANNEXURE CEXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2016[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN

Registration Date

Name of the Company

Category / Sub-Category of the Company

Address of the Registered office and contact details

Whether listed company

Name, Address and Contact details of Registrar and Transfer Agent, if any:

:

:

:

:

:

:

:

L63020MH 19 19PLC000640

28/11/1919

Skyline Millars Limited

Company having Share Capital

Skyline Oasis, Gate No. 2, 412-413,Skyline Wealthspace, Premier Road,Vidyavihar (West), Mumbai - 400 086

Yes Bombay Stock Exchange Ltd. (Code: 505650)Ahmedabad Stock Exchange Ltd. (Code: 1310)

Link Intime India Private Limited C-13,Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai - 400 078Tel No. 91-22-2594 6970 Fax No. 91-22-2594 6969 Email:[email protected] www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

% to totalturnover of the

company

14.10

17.50

68.40

NIC Code ofthe Product /

service

331- Equipment & Spares Sales, Repair, Installation and Servicing of equipment

231- Manufacture of other non-metallic mineral (R.C.C.) products

410- Construction of buildings

Name andDescription ofmain products/

services

Construction Equipments

Pre-cast Pipes

Real Estate

Sl. No.

1

2

3



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III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Applicable section

NIL

% of sharesheld

NIL

Holding / subsidiary / Associate

NIL

CIN / GLN

NIL

Name and address of the Company

NIL

Sr.No.

1

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

I. Category-wise Share Holding:

Category ofShareholders

No. of Shares held at the beginning of the year

i.e 01.04.2015

No. of Shares held at the end of the year i.e. 31.03.2016

% Change during

the year

Demat Physical Total% of Total

Shares


Shares

A. Promoters

(1) Indian

a) Individual/HUF

b) Central Gov t.

c) State Gov t(s)

d) Bodies Corp.

e) Banks / FI

f) Any other

Sub-total(A)(1):

(2) Foreign

a) NRIs -Individuals

b) Other -Individuals

c) Bodies Corp.

d) Banks / FI

e) Any other

Sub-total (A)(2):

Total shareholding

of Promoter (A) =

(A)(1)+(A)(2)

B. Public

Shareholding

(1) Insti tutions

a) Mutual Funds

b) Banks / FI

c) Central Gov t.

d) State Gov t(s)

e) Venture Capital

Funds

f) Insurance

Companies

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1000

-

-

-

-

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

1000

-

-

-

-

5.17

-

-

66.51

-

-

71.67

-

-

-

-

-

-

-

71.67

0.00

-

-

-

-

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1000

-

-

-

-

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

1000

-

-

-

-

5.17

-

-

66.50

-

-

71.67

-

-

-

-

-

-

-

71.67

0.00

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-



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Category ofShareholders

No. of Shares held at the beginning of the year

i.e 01.04.2015

No. of Shares held at the end of the year i.e. 31.03.2016

% Change during

the year


Shares


Shares

g) FIIs

h) Foreign Venture

Capital Funds

i) Others (specify)

Sub-total (B)(1):

(2) Non-Insti tutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

I) Individual

shareholders

holding nominal

share capital

upto Rs. 1 lakh

ii) Individual

shareholders

holding nominal

share capital

in excess of

Rs. 1 lakh

c) Others specify)

I) Clearing Member

ii) NRI (Repat)

iii) NRI (Non-Repat)

Sub-total(B)(2):

Total Public

Shareholding (B)=

(B)(1)+(B)(2)

C. Shares held by

Custodian for

GDRs & ADRs

Grand Total

(A+B+C)

-

-

-

-

1158442

-

4889160

1315880

41587

8660

21750

7435479

-

36265410

7435479

-

-

-

1000

48600

-

3901690

-

-

7550

-

3957840

-

3958840

3958840

-

-

-

1000

1207042

-

8790850

1315880

41587

16210

21750

11393319

-

40224250

11393319

-

-

-

-

3.00

-

21.85

3.27

0.10

0.04

0.05

28.32

28.33

-

100.00

-

-

-

-

1085360

-

5002857

1305880

67712

9660

23750

7495219

-

36265410

7495219

-

-

-

1000

45600

-

3844950

-

-

7550

-

3898100

-

3899100

3899100

-

-

-

1000

1130960

-

8847807

1305880

67712

17210

23750

11393319

11394319

-

40224250

-

-

-

0.00

2.81

-

21.99

3.27

0.17

0.04

0.06

28.32

28.33

-

100.00

-

-

-

-

0.19

-

0.14

0.00

0.07

0.00

0.01

0.00

-

-

0.00



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ii. SHAREHOLDING OF PROMOTERS:

Sl.No.

Shareholder'sName

Shareholding at the beginning of the year (As on 01.04.2015)

Share holding at the end of the Year

(As on 31.03.2016)

No. of Shares

No. of Shares

% of total

Shares of the

Company

% of total

Shares of the

Company

% of Shares

Pledged/ encum-bered

to total shares

% of Shares


to total shares

% changein shareholdingduring

the year

DAVE BUILDERS PRIVATE LIMITED

JATIN DAISARIA REALTORS PRIVATE LIMITED

SKYLINE VISION PRIVATE LIMITED

MILLARS MACHINERY COMPANY PVT. LTD.

A J PATEL INVESTMENTS & TRADING CO PVT. LTD.

GMM Pfaudler Limited

ASHOK JETHABHAI PATEL

GLASS LINED EQUIPMENT CO. LTD.

KHYALILAL TATER

PANNA SAILENDRA PATEL

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

5720910

5720910

5720900

5397770

2188500

1406000

664500

596500

322600

195000

5720910

5720910

5720900

5397770

2188500

1406000

664500

596500

322600

195000

14.22

14.22

14.22

13.42

5.44

3.50

1.65

1.48

0.80

0.48

14.22

14.22

14.22

13.42

5.44

3.50

1.65

1.48

0.80

0.48

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-



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Sl.No.

Shareholder'sName


Share holding at the end of the Year

(As on 31.03.2016)

No. of Shares

No. of Shares

% of total

Shares of the

Company

% of total

Shares of the

Company

% of Shares


to total shares

% of Shares


to total shares

% changein shareholdingduring

the year

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

URMI ASHOK PATEL

PRAGNA SATISH PATEL

JAYSINH AMBAPRASAD DAVE

A J PATEL

HARSHA J DAISARIA

TARAK ASHOK PATEL

PALOMITA SAILENDRA PATEL

UTTARA A PATEL

MAULIK HARSHAD DAVE

SAILENDRA LAJPATRAI PATEL

SUMANT JETHABHAI PATEL

Total

180801

171000

168750

124530

120000

73000

31500

10000

9510

4750

2500

28829931

180801

171000

168750

124530

120000

73000

31500

10000

9510

4750

2500

28829931

0.45

0.43

0.42

0.31

0.30

0.18

0.08

0.02

0.02

0.01

0.01

71.67

0.45

0.43

0.42

0.31

0.30

0.18

0.08

0.02

0.02

0.01

0.01

71.67

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-



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1 AYAZ AHMED

ANSARI

700000

69000

1.74

1.71

1000 Sold

iii. CHANGE IN PROMOTERS' SHAREHOLDING:

Sl.No.


Cumulative Shareholding during the year

(01.04.2015 to 31.03.2016)

No. of shares

No. of shares

% of totalshares of the

Company

% of totalshares of the

Company

At the beginning of the year

Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g . allotment/transfer/bonus/ sweat equity etc)

At the End of the year (31.03.2016)

28829931

-

28829931

71.67

-

71.67

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS

AND HOLDERS OF GDRS AND ADRS):

Sl.No.

Shareholding at the beginning

of the year (As on 01.04.2015)

Date Increase /Decrease in Shareholding

during theyear

specifying the reasons

for increase / decrease

(e.g. allotment / transfer /

bonus / sweat

equity etc)

Reason Cumulative Shareholding

during the year01.04.2015

to 31.03.2016

At the beginning of the year

No. of shares

% of total shares of

the Company

No. of shares


the Company

28829931

-

28829931

71.67

-

71.67

31.03.2016

1.04.2015 690000 0.02



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2

3

4

5

6

7

8

9

10

SHIKHA D JAIN

ARANIK SECURITIES PVT LTD.

ANUPAM STATIONERY LIMITED

MEENA VINOD JAIN

HARSHIT A SHAH

ANURADHA INANI

SHIV MOHAN GOEL

BONANZA PORTFOLIO LTD

BHARAT JAMNADAS

1.53

1.53

0.85

0.85

0.52

0.52

0.50

0.50

0.48

0.48

0.36

0.36

0.35

0.22

0.33

0.26

0.24

0.27

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

0

0

0

0

0

0

52030

29589

10000

-

-

-

-

-

-

88742

103060

108343

-

-

-

-

-

-

0.22

0.26

0.27

615880

615880

341150

341150

210000

210000

200000

200000

193420

193420

143430

143430

140772

88742

132139

103060

98343

108343

No change

No change

No change

No change

No change

No change

sold

sold

Acquired



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v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl.No.

Shareholding at the beginning

of the year (As on 01.04.2015)

Date Increase /Decrease in Shareholding

during theyear

specifying the reasons

for increase / decrease

(e.g. allotment / transfer /

bonus / sweat

equity etc)

Reason Cumulative Shareholding

during the year01.04.2015

to 31.03.2016

For each of the Directors and KMP

No. of shares


the Company

No. of shares


the Company

DirectorsMr. Ashok J. Patel

Mr. Vinod N. Joshi

Mr. Tarak A. Patel

Mr. Jatin V. Daisaria

Mr. Upen M. Doshi


789030

789030

1000

1000

1000

73000

-

-

100

--

-

-

1.96

0.00

0.00

0.00

0.18

-

-

0.00

--

-

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2015

0

0

0

0

0

0

No change

No change

No change

No change

No change

No change

789030

1000

1000

-

100

-

1.96

0.00

0.00

-

0.00

-

1

2

3

4

5

6



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Mr. Maulik H. Dave

Mrs. Soha S. Shirke

Key Managerial Personnel

Shivakumar Aiyar

Ganesh R. Nalawade

Mr. Niranjan R.Jagtap

Mr.

Mr.

9510

9510

-

-

-

-

-

-

-

-

0.02

0.02

-

-

-

-

-

-

-

-

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

01.04.2015

31.03.2016

0

0

0

0

0

No change

No change

No change

No change

No change

9510

-

-

-

0.02

-

-

-

7

8

9

10

1

2



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V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. REMUNERATION OF MANAGING DIRECTOR, WHOLE-TIME DIRECTOR, MANAGER AND OTHER

DIRECTORS.

The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and

Committee Meetings as such the disclosure is not made here. The details of the siting fees paid to the directors

for attending the board and committee meeting during the year is given in corporate governance report.

Secured Loansexcludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the

financial year i.e 01/04/2015

I) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the

financial year

Addition

Reduction

Net Change

Indebtedness at the end of the financial

year i.e 31/03/2016

I) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

4,01,04,261.00

NIL

NIL

NIL

70,96,921.00

3,23,44,325.00

6,63,015.00

NIL

4,01,04,261.00

70,96,921.00

3,30,07,340.00

4,01,04,261.00

4,01,04,261.00

70,96,921.00

-

3,30,07,340.00

6,63,015.00

3,30,07,340.00

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL



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B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.No.

Particulars of Remuneration

Key Managerial Personnel

CompanySecretary CFO Total

Gross salary

(a) Salary as per provisions

contained in section 17(1) of the

Income-tax Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under

section 17(3) Income tax Act,1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify

Others, please Specify

Total

3,86,350.00

7,000.00

NIL

NIL

NIL

NIL

3,93,350.00

11,60,884.00

7,000.00

NIL

NIL

NIL

NIL

11,67,884.00

15,47,234.00

NIL

NIL

NIL

NIL

15,61,234.00

1.

2.

3.

4.

5.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section ofthe

CompaniesAct

BriefDescription

Details ofPenalty /

Punishment/Compoundingfees imposed

Authority[RD /NCLT/

COURT]

Appeal made, if any

(give Details)

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

Delay in submittingDisclosure u/r 8(3)

of SEBI (SAST)Regulations 1997

A. COMPANY

Penalty N. A. Penalty of Rs. 9,50,000/- imposed under section 15 A(b)

of SEBI Act, 1992

SEBI Appeal filedwith Securities

AppellateTribunal (SAT)



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ANNEXURE DDISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013

READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014

( C) Foreign exchange earnings and Outgo:

st1 April, 2015 to st31 March, 2016

[Current F.Y.]

(Amount in `)

1st April, 2014 to

31st March, 2015

[Previous F.Y.]

(Amount in `)

Actual Foreign Exchange earnings -

Actual Foreign Exchange outgo 2,35,430.00

-

4,06,811.00

Conservation of energy& Technology absorption:

The Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. The production team under the able guidance of experts continuously monitors and devise various means to conserve energy and identify methods for the optimum use of energy without affecting productivity.The operations of the Company involve low energy consumption. Adequate measures have however been taken to conserve energy.

ANNEXURE - ECORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

TO THE MEMBERS OF SKYLINE MILLARS LIMITED

I have examined the compliance of conditions of Corporate Governance by Skyline Millars Limited, for the financial

year ended 31st March 2016, of the Securities and Exchange Board

of India (Listing Obligations and disclosure Requirements) Regulations, 2015 (Listing Regulations).

The compliance of the conditions of Corporate Governance is the responsibility of the Management. My

examination was limited to the procedure and implementation thereof, adopted by the Company for ensuring the

compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on

the financial statements of the Company.

In my opinion, and to the best of my information and according to the explanations given to me, I certify that the

Company has complied with the conditions of Corporate Governance as stipulated in the provisions of Chapter IV

of Securities and Exchange Board of India (Listing Obligations and disclosure Requirements) Regulations, 2015

pursuant to the Listing Agreement of the said Company with Stock Exchanges.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For V. Sundaram & Co.

Sd/-V. SundaramCompany Secretary

Place: MumbaiDate: 25/05/2016

as stipulated in regulations Part C of Schedule V



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MANAGEMENT DISCUSSION & ANALYSIS

Macro-Economic Overview The Indian economy, growing at 7.5% per annum, has emerged as the fastest growing large economy in the world. Amidst the global uncertainties India remains the bright spot. The central government along with the central bank announced various legislative and policy reforms, aimed at leading the economy back on the growth path. The efforts have resulted in improvements on the macro-economic front, though demand, investments and consumer spending is yet to see a significant upswing. The budget 2016 contained several positive measures in the areas of foreign direct investments, support to start-ups, and progress on GST etc. These measures are expected to give a fillip to investments in the economy. Industry Structure & DevelopmentThe real estate sector continued to be tested with sector-specific and broad-based economic challenges in the financial year 2015-16. Conversely, the year was marked with several positive developments both on the economic and policy front which have laid the foundation for a revival in demand. RBI's monetary policies have led to a steady decline in interest rates, the benefits of which are now being passed on to the end-users by the lending institutions.Liberalization of FDI norms, rationalization of taxation regime for REIT's and recent budgetary proposals for developers and home buyers are all welcome measures and will offer the necessary growth impetus to the real estate sector. An improvement in the absorption rates of commercial real estate on account of new employment generation has also been noticed. However, the demand for residential segment remained muted in almost all markets across the country.

Segment Wise Operational PerformanceDue to sluggish demand and delayed regulatory approvals there was a significant decline in operational revenues. Revenue from Construction Equipment Division for the financial year ending March 31, 2016 was Rs.123.32 lacs as against Rs. 160.11 lacs for F.Y 2014-15.Revenue from Pre-Cast Pipes Division for the financial year ending March 31, 2016 was Rs. 153.04 lacs as against Rs. 252.82 lacs for F.Y. 2014-15.Revenue from the Real Estate Division was Rs.598.32 lacs lacs for the financial year ending March 31, 2016 as against Rs 204.34 lacs for F.Y 2014-15. The delay in obtaining various regulatory approvals has particularly impacted the Real Estate segment of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues.

Outlook, Opportunity and ThreatsThe outlook for long-term demand for real estate in India is stable and positive. The emergence of Tier-II and Tier-III cities, urbanization, large-scale employment generation in cities, nuclear family setup among other opportunities, will contribute to a substantial increase in demand for real estate and corporate space in the future.The Company is hopeful that various policy initiatives mooted by the current government at the center along with renewed interest & focus on the infrastructure industry will yield positive results from the second half of current financial year.

Real EstateThe Real Estate and Construction Industry continues to one of the most highly regulated sectors in India. It is also one of the highest tax paying sectors.The biggest development in the regulatory arena was the enactment of Real Estate Development and Regulation Act. The new law is expected to bring in greater transparency and would be beneficial for the end customers. While transition to new regime may be onerous for many players, it should be fairly smooth and seamless for those developers whose current practices are in line with the new requirements. Further, various operational parameters for implementation of the law have to be prescribed by the respective state governments. As it is an evolving piece of legislation, the benefits from this regulation will be realized over a period of time.



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During the year, the Government has liberalized the norms for FDI investment in Housing and Construction Sector. Easing requirements pertaining to minimum capitalization, minimum area of development and exit of investors is a welcome measure and may result in the development of several projects at a smaller scale.The Company anticipates tax reforms especially the introduction of GST to rationalize the tax impact and avoid multiple taxation impact thereby providing relief to the end customers as well.As the Indian economy recovers its growth momentum, we remain positive about the markets in which we operate and maintain an optimistic outlook for the future. The Company's proposal to develop nearly 4,462 square mts having a carpet area of 47,000 square feet of residential premises at its Ghatkopar site, has been delayed on account of issues relating to various regulatory approvals. If these issues are sorted out then the Company may be in a position to commence implementing this project in the second half of the financial year 2016-17 and the same will significantly improve the future performance of the Company and cash flows of the Company. Further the Company has developed /is in the process of developing 1,09,462 square feet of area at its Karjat project. Inflation, higher interest rates, high risk weight-age for loans to companies operating in the sector, non-availability of low cost working capital, time lag during the project approval process, higher statutory levies etc. continue to remain as challenges faced by the sector as a whole.

Pre-cast Concrete Pipes and ManholesThe growth in the segment of pre-cast pipes and manholes had not been as per the projections due to various unanticipated factors. The demand for pre-cast pipes during the year under review was very low and as a result the revenue from this segment was not as per the expectations. The management is evaluating all the strategic alternatives to ensure that the revenues from this segment is increased. Further all the efforts are being made and strategies being explored so as to ensure that the losses from the segment is not adversely affecting the other profitable segments of the Company. The various options contemplated includes ways and means to increase the revenue from this division or otherwise even consider divestment so that the funds so recovered can be utilized in the construction division profitably.

Internal Control Systems and their adequacyYour Company has a proper and adequate system of Internal Controls to ensure that all assets are adequately safeguarded and protected against loss from unauthorized use or disposal and commercial transactions are authorized, recorded and reported correctly. The internal control system is supplemented by an extensive program of internal audit and periodic review by the management. The system is designed to adequately ensure that financial and other records are reliable for presenting financial information and other data including maintenance of fixed assets. The Audit Committee reviews observations and recommendations contained in Internal Audit Reports at its periodic meetings where Internal Auditors also participate.

Risk ManagementThe Company has developed built-in procedures and practices to effectively mitigate the adverse effects of the risks involved in the business and has laid down procedures for handling risks in carrying out the business to the best advantage of all stakeholders and to improve the shareholder value and to ensure continuity of business. However, it is practically not possible to thwart all the risk and Company has to absorb some risk in the form of additional cost / loss towards the same

Human Resources and Industrial RelationsThe Company considers its organizational structure to be evolving consistently over time while continuing with its efforts to follow good HR practices. Our passion is to improve daily living and to create a workplace where every person can aspire to achieve his or her full potential. We encourage individuals to go beyond the scope of their work, undertake voluntary projects that enable them to learn and contribute innovative ideas in meeting goals of the Company. The Company strongly believes that its intrinsic strength lies in the quality of its dedicated and motivated employees.

Cautionary StatementThis discussion and analysis contain forward looking statements that reflects our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in the forward looking statements on account of many uncontrollable factors.



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Category

Non Executive & Independent Directors including the Chairman

Other Non Executive Directors

Executive Director (Whole-time Director)

Total

No. of Directors

3

5

1

9

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2015-2016

CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance primarily involves transparency, full disclosure, independent monitoring of the state of affairs and being fair to all stakeholders and is a combination of voluntary practices and compliance with laws and regulations. The Corporate Governance Code has also been incorporated in Chapter IV of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Company endeavors not only to meet the statutory requirements in this regard but also to go well beyond them by instituting such systems and procedures as are in accordance with the latest global trends of making management completely transparent and institutionally sound. The Company has professionals on its Board of the Directors who are actively involved in the deliberations of the Board on all important policy matters.

Your Directors view good Corporate Governance as the foundation for honesty and integrity and recognize their fiduciary accountability to the shareholders. They are committed to continue the vigilance on these matters to maintain your trust.

It has been, and continues to be, the policy of your Company to comply with all laws governing its operations, to adhere to the highest standard of business ethics and to maintain a reputation for honest and fair dealings. Your Board of Directors recognizes its responsibility to oversee and monitor management and the Company's activities to reasonably assure that these objectives are achieved.

It is paramount that the Company's reputation for integrity and credibility remain at the highest standards for the benefits of all stakeholders, employees, customers and suppliers.

CODE OF CONDUCT:In compliance with the requirements of Regulation 17(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Company has adopted a Code of Conduct for Directors as well as for Senior Management. All Board members and Senior Management personnel have affirmed compliance with the applicable Code of Conduct. The policies as well as codes are posted on the website of the Company.

BOARD OF DIRECTORS:The composition of the Board of Directors, their attendance at the Board meetings held during the financial year ended 31.03.2016 and the last Annual General Meeting along with the number of Directorship and memberships held in various Committees in other Companies as on the date of this Report, are given in the tables below

Composition of the Board as on March 31, 2016.



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Mr. Ashok J. 17.03.1972 Non Executive 5 - -

Patel

Mr. Vinod N. 25.07.1997 Non Executive, 1 - 2

Joshi Independent

Mr. Tarak A. 29.12.2003 Non Executive 3 3 -

Patel

Mr. Jatin V. 24.04.2007 Non Executive 1 1 -

Daisaira

Mr. Upen M. 28.04.2009 Non Executive, 1 2 -

Doshi Independent

Mr. Shilpin K. 14.10.2009 Non Executive 1 - -

Tater

Mr. Maulik H. 23.04.2010 Executive 1 1 -

Dave

Mrs. Soha S. 26.03.2015 1 - -

Shirke

Director

Mr. Niranjan 06.08.2015 Non Executive 5 2 -

R. Jagtap Independent

Name of Date of Category Number of Director appointment

Indian Public LimitedCompanies Member Chairman

Committee (s )PositionsDirectorship(s) (including SML)

held in

(including SML)

Board Meetings held during the Year

Dates on which the Board Total strength No. of Directors

8 8

9 8

9 6

Meetings were held

of the Board Present

May 15, 2015

August 6, 2015

November 6, 2015 9 6

February 10, 2016 9 9

February 25, 2016



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Attendance of Directors at Board Meetings and Annual General Meeting

Mr. Ashok J. Patel Leave of Absence Leave of Absence ü ü ü

Mr. Vinod N. Joshi ü ü ü üü ü

Mr. Maulik H. Dave ü ü ü üü ü

ü ü ü üLeave of Absence No

ü üLeave of Absence üLeave of Absence ü

ü ü ü üü ü

ü üLeave of Absence üLeave of Absence ü

Mrs. Soha S. Shirke ü ü ü üü ü

ü ü ü ü ü

ü

Mr. Tarak A. Patel

Mr. Jatin V. Daisaira

Mr. Upen M. Doshi


Mr. Niranjan R. Jagtap Not applicable

Name of Director Attendance at the Board Meeting held on Attendance at

the AGM held on

September 30,

May 15, August 6, November 6, February 10,

2015 2015 2015 2016

2015February 25,

2016

BOARD PROCEDURE

The Board of Directors oversees the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company management policies and their effectiveness and ensures that the long term interests of the stakeholders are being served. The whole –time Director is assisted by the senior management personnel in overseeing the functional matters of the Company

The Board Meetings of the Company are scheduled in advance and the notice of each such Board Meeting is given in writing to all the Directors. Detailed agenda together with the relevant annexure is also sent to the Directors in advance.

However, in special and exceptional circumstances, additional or supplementary items on the agenda are allowed to be considered with the permission of Chair. All the departments in the Company communicate with the Company Secretary in advance with regard to the matters requiring the approval of the Board to enable inclusion of the same in the agenda for the Board Meeting. The Members of the Board are also free to recommend inclusion of any matters in the agenda for discussion.

Whenever necessary, additional meeting are held. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

Important decisions taken at the Board / Committee meeting are promptly communicated to the Concerned departments /divisions , Action taken report on the decision of the previous meeting (s) is placed at the immediately succeeding meeting of the Board / Committee(s) for information and review of the Board / Committee(s).

MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements of the Companies Act 2013, Rules framed thereunder and SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 a separate meeting of Independent Directors was held on February 10, 2016



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AUDIT COMMITTEE:

The Composition of the Audit Committee along with the attendance of the members of the Audit Committee

Mr. Vinod N. Joshi (Chairman) Independent Non-Executive Director 4 4

Mr. Upen M. Doshi Independent Non-Executive Director 4 4

Mr. Maulik Dave Promoter Whole-time Director 4 4

Mr. Tarak A. Patel*

Mr. Niranjan R. Jagtap

Promoter Non-Executive Director - -

Independent Non-Executive Director - -

Name of the Director Category No. of Meetings No. of held up to Meetings

31.03.2016 Attended

* Appointed as members on 10.02.2016

Scope:The Board of Directors at its meeting held on August12, 2014, revised the terms of reference of the Committee to meet the requirements of the Companies Act, 2013.The revised and enhanced scope of the Committee is as follows:

Powers of the Audit Committee:a) To investigate any activity within its terms of reference or such matter as may bereferred to it by the Board and for this purpose obtain professional advice from external sources and have full access to

information contained in the records of the Company;b) To seek information from any employee;c) To obtain outside legal or other professional advice; andd) To secure attendance of outsiders with relevant expertise, if it considers necessary;

1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the Company's financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;4) Approval of the Company's policy on determining materiality of related party transactions and also on

dealing with related party transactions;5) Reviewing, with the management, the annual financial statements and auditor's report thereon before

submission to the Board for approval, with particular reference to:

(a) matters required to be included in the Director's Responsibility statement to be included in the Board's report in terms of section 134(3)(c) of the 2013 Act;(b) changes, if any, in accounting policies and practices and reasons for the same;(c) major accounting entries involving estimates based on the exercise of judgment by management;(d) significant adjustments made in the financial statements arising out of audit findings;(e) compliance with listing and other legal requirements relating to the financial statements;(f) disclosure of any related party transactions; and



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(g) qualifications in the draft audit report;

6) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of the audit process;

8) To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of the financial statement before their submission to the Board and discuss any related issues with the internal and statutory auditors and the management of the Company.

9) Approval or any subsequent modification of transactions of the Company with related parties in accordance with the Company's policy on related party transactions;

10) Scrutiny of inter-corporate loans and investments;

11) Valuation of undertakings or assets of the Company, wherever it is necessary, in consultation with external professional advisors, as deemed fit by the Audit Committee;

12) Evaluation of internal financial controls and risk management systems of the Company;13) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems of the Company;14) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15) Discussion with internal auditors of any significant findings and follow up thereon. To formulate the scope, functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal Auditor;

16) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

17) Discussion with statutory auditors before the commencement of audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

19) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

20) To review the functioning of the whistle blower mechanism and the vigil mechanism instituted by the Company. The vigil mechanism to provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit Committee or the director nominated to play the role of Audit Committee, as the case may be, in exceptional cases;

21) To approve the appointment of the chief financial officer of the Company (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

22) To review the following information as prescribed under clause 49(III)(E) of the Listing Agreement:(a) Management discussion and analysis of financial condition and results of operations;(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;(c) Management letter/ letters of internal control weaknesses issued by the statutory auditors;(d) Internal audit reports relating to internal control weaknesses; and(e) The Appointment, removal and terms of remuneration of the chief internal auditor.

23) All Related Party Transactions (RPT) shall require prior approval of the Audit Committee. However, the



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Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company subject to the following conditions:

(a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the company and such approval shall be applicable in respect of transactions which are repetitive in nature.(b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the Company;(c) Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price/current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit; provided that where the need for Related Party Transactions cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction.(d) Audit Committee shall review, at least on a quarterly basis, the details of RPT's entered into by the Company pursuant to which the omnibus approval was given.(e) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approval after the expiry of one year.

24) To review financial statements of, and investments made by, unlisted subsidiaries of the Company in accordance with clause 49(V)(B) of the Listing Agreement;

25) To formulate a policy for determining 'material subsidiaries' in accordance with clause 49(V)(D) of the Listing Agreement keeping in mind the following factors as provided under the Listing Agreement for further approval of the Board;

26) To recommend a proper system for storage, retrieval, display or printout of the electronic records, as the Audit Committee may deem appropriate;

27) To be present at the annual general meeting through the Chairman of the Audit Committee to answer the shareholder queries; and

28) To carry out any other function as may be specified by the Board from time to time. The Terms and Powers of the Audit Committee are in compliance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:The Board in compliance with the requirements with the Section 178 of the Companies Act, 2013 renamed the Shareholders & Investors Grievance Committee as “Stakeholders Relationship Committee.”The Composition of the Stakeholders Relationship Committee along with the attendance of the members of the Committee is as follows:

Name of the Director Category No. of Meetings No. of held up to Meetings

31.03.2016 Attended

Mr. Vinod N. Joshi Independent Non-Executive Director 4 4

Mr. Tarak A. Patel Promoter Non- Independent 4 4

Mr. Jatin V. Daisaria Promoter Non- Independent 4 3

Mr. Upen M. Doshi Independent Non-Executive Director 4 4

(Chairman)

Non-Executive Director


Mr. Niranjan R. Jagtap * Independent Non-Executive Director 4 1

*Appointed as member w.e.f. 06.11.2015



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TName of the Director Category No. of Meetings No. of held up to Meetings

31.03.2016 Attended

Mr. Upen M. Doshi Independent Non-Executive Director 3 3Chairman



Mr. Shilpin K. Tater Promoter Non- Independent 3 3

Mr. Jatin V. Daisaria Promoter Non- Independent 3 3

Mr. Vinod N. Joshi Independent Non-Executive Director 3 3

The Stakeholders' committee inter-alia reviews quarterly reports of Registrar & Transfer Agent regarding various

types of complaints/ requests received, resolved and pending, if any. It also reviews quarterly shareholding patterns

etc.

NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee along with the attendance of the members of

the Committee is as follows:



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Scope:

The Board of Directors at its meeting held on August 12, 2014, revised the terms of reference of the Committee to

meet the requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:

1. To identify suitable candidates for directorship and senior management of the Company in accordance with

the criteria laid down, recommend to the Board their appointment and removal, and undertake evaluation of

every director's performance;

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and

recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel

and other employees of the Company. The said policy will be disclosed in the Board's report.

The Nomination and Remuneration Committee shall, while formulating the aforesaid policy, to ensure that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

and

(c) remuneration to executive directors, key managerial personnel and senior management of the Company

involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives

appropriate to the working of the Company and its goals.

3. To consider the following while approving the remuneration payable to a manager, managing director or a

whole time director under Section II or Section III of Part II of Schedule V to the 2013 Act and section 197 of

the 2013 Act:

(a) take into account, financial position of the Company, trend in the industry, appointee's qualification,

experience, past performance, past remuneration, etc.;

(b) to bring about objectivity in determining the remuneration package while striking a balance between the

interest of the Company and the shareholders.

4. To ensure that on appointment to the Board, independent directors receive a formal letter of appointment

setting out clearly what is expected from them in terms of time-committee, committee service and

involvement outside meetings of the Board;

5. To formulate the evaluation criteria for performance evaluation of independent directors and the Board;

6. To devise a policy on Board diversity;

7. To recommend to the Board, the plans for orderly succession for appointments to the Board and to senior

management of the Company;

8. The Chairperson of the Nomination and Remuneration Committee or in his/her absence any other member of

the committee duly authorized by him/her in this behalf to attend the general meetings of the Company and

answer queries of shareholders (if any); and

9. To consider any other matters as may be requested by the Board.

Nomination, Remuneration and Evaluation Policy:

This Nomination, Remuneration and Evaluation Policy (the "Policy") applies to the Board of Directors (the "Board")

and the Key Managerial Personnel (the "KMP") of Skyline Millars Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules

thereto and SEBI (LODR) Regulation, 2015



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1) Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination,

remuneration and evaluation of the Directors and Key Managerial Personnel. The Company aims to achieve a

balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

2) Accountabilities

2.1) The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2) The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors and

Key Managerial Personnel of the Company to the Nomination and Remuneration Committee which makes

recommendations & nominations to the Board.

3) Appointment of Directors & KMPs

3.1) Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of

KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment.

When recommending a candidate for appointment, the Nomination and Remuneration Committee has

regard to:

• assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills,

regional and industry experience, background and other qualities required to operate successfully in the

position, with due regard for the benefits from diversifying the Board;

• the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work

constructively with the existing directors and enhance the efficiencies of the Company;

• the skills and experience that the appointee brings to the role of KMP;

• the nature of existing positions held by the appointee including Directorships or other relationships and the

impact they may have on the appointee's ability to exercise independent judgment;

3.2) Personal specifications:

• At least a Degree holder in one or more relevant disciplines;

• Experience of management in a diverse organization;

• Excellent interpersonal, communication and representational skills;

• Demonstrable leadership skills;

• Commitment to high standards of ethics, personal integrity and probity;

• Commitment to the promotion of equal opportunities, community cohesion and health and safety in the

workplace;

• Having continuous professional development to refresh knowledge and skills.

3.3) Letters of Appointment

Each Director / KMP is required to sign the letter of appointment, as acceptance of the offer, with the Company

containing the terms of appointment and the role assigned in the Company.

4) Remuneration of Directors and Key Managerial Personnel

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to

attract, retain and motivate Directors and Key Management Personnel.

The Directors and Key Management Personnel's salary shall be based & determined on the individual person's



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responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors

and KMPs of the Company taking into account factors it deems relevant, including but not limited to market,

business performance and practices in comparable companies, having due regard to financial and commercial

health of the Company as well as prevailing laws and government/other guidelines. The Committee consults

with the Chairman of the Board as it deems appropriate.

4.1) Remuneration of the Executive Director is recommended by the Committee to the Board of the Company.

Your Company is not paying any remuneration to its Directors except sitting fees for attending the Board and

Committee Meetings.

The details of sitting fees paid to the Directors for attending the Board / Committee Meetings of the Company

during the year and their shareholdings are as follows:



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Name of

the

Director

Mr. Ashok

J. Patel

Mr. Vinod

N. Joshi

Mr. Maulik

H. Dave

Mr.Tarak

A. Patel

Mr. Jatin

V. Daisaira

Mr. Upen

M. Doshi

Mr. Shilpin

K. Tater

Mr. Niranjan

R. Jagtap

Mrs. Soha

S. Shirke

Nomination & Remun-eration Comm-

itteeRs.

NIL

90,000

NIL

NIL

20,000

90,000

20,000

NIL

NIL

Manag-ement

Committee Meeting

Rs.

NIL

50,000

NIL

NIL

NIL

25,000

NIL

NIL

NIL

Indepen-

dent

Directors

Meeting

Rs.

NIL

60,000

NIL

NIL

NIL

60,000

NIL

60,000

NIL

NIL

60,000

20,000

20,000

NIL

30,000

NIL

NIL

NIL

TotalSitting feesRs.

60,000

8,00,000

1,50,000

1,30,000

1,00,000

7,45,000

80,000

3,30,000

3,00,000

No. of

Shares held

as on St31 March ,

2016

7,89,030

1,000

9,510

73,000

NIL

100

NIL

NIL

NIL

Stake-holders

Relation-ship

Committee

Rs.

NIL

1,20,000

NIL

30,000

20,000

1,20,000

NIL

30,000

NIL

Audit Comm-

ittee

Rs.

NIL

1,20,000

30,000

NIL

NIL

1,20,000

NIL

NIL

NIL

DIN

60,000

3,00,000

1,00,000

80,000

60,000

3,00,000

60,000

2,40,000

3,00,000

Risk Management Committee:The Board in compliance with the requirements of Regulations 21 of the SEBI (Listing obligation & Disclosure

requirments) regulations, 2015, constituted a Risk Management Committee.

The Composition, Role, Terms of Reference as well as Powers of the Risk Management Committee of the Company

meet the requirements of SEBI (LODR) Regulations 2015

Composition:The Risk Management Committee comprises of 5 members which includes 4 Directors and 1 members of Senior

Management. Company Secretary is the Secretary of the Committee.

Board Meeting

Rs.

RiskManag-ementCommi

ttingMeeting

Rs

00165858

01409387

01448536

00166183

00832728

01471833

02820572

01237606

07131309



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TSKYLINE MILLARS LIMITED

The composition of the Risk Management Committee and category of Members is given in the table below:

Name of Director Category

Mr. Vinod Joshi-Chairman Non- Executive and Independent Director

Mr. Maulik H. Dave Whole-time Director

Mr. Tarak A. Patel Non-Executive Director

Mr. Shivakumar Aiyar Chief Financial Officer

Mr. Upen Doshi * Non- Executive and Independent Director

Risk Management Plan Policy:

The Board of Directors has constituted a Risk Management Plan Policy to comply with the requirements of the of

the Listing Regulations. The Risk Management Policy is displayed on the Company's website and can be accessed

in the link provided herein below: www.skylinemillarsltd.com

a) General Body Meeting:

Details of the last three Annual General Meetings are given below;

Financial Year

2014-15

2013-14

2012-13

Date

30/09/2015

24/09/2014

27/09/2013

Time

11.00 a.m.

11.00 a.m

11.00 a.m.

Venue

Babasaheb Dahanukar Sabha Griha, 6th Floor, Oricon House, 12 K Dubash Marg, (Rampart Row), Fort, Mumbai - 400 023

Babasaheb Dahanukar Sabha Griha, 6th Floor, Oricon House, 12 K Dubash Marg, (Rampart Row), Fort, Mumbai - 400 023

Club House , Skyline Oasis , Premier Road , Near Vidyavihar Railway Station, Ghatkopar (West), Mumbai - 400 086

Special

Resolution(s)

NIL

1

Nil

*Appointed w.e.f. 06.11.2015

However pursuant to Regulation 21(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

the Company being not coming within the top 100 listed entities have had dissolved the Risk Management

Committee of the Board w.e.f. 10.02.2016 and had constituted an internal committee comprising of the

management personnel of the Company to overlook the function.

b) Extra-ordinary General Meeting.

No Extra Ordinary General Meeting of the Shareholder was held during the year 2015-2016

(i) Postal Ballot:

No Postal Ballot was conducted during the year 2015 -2016



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(ii) Special Resolutions.

A Special Resolution was passed by the Company in the 94th Annual General Meeting for appointment of Mr.

Maulik H.Dave, as Whole-time Director of the Company for a period of 5 years w.e.f. 28th May, 2014.

DISCLOSURES:

a. Related Party Transactions

The details of all transactions with related parties were placed before the Audit Committee and Board Meeting on quarterly basis. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link.http://www.skylinemillarsltd.com/Policy_on_Related_Party_Transactions.pdf

Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: The Company has received Notice under Rule 4 of SEBI (Procedure for Holding Inquiry and imposing Penalties by Adjudicating

thofficer) Rule 1995 read with Section 15-I of the Securities and Exchange Board of India Act, 1992 dt. 16 September, 2013 for alleged violation of Regulation 8(2) of the SEBI (Substantial Acquisition of Shares and

thTakeovers) Regulations, 1997.Further Company received an adjudication order from SEBI dt. 30 May, 2014 imposing a penalty of Rs.9,50,000/- (Rupees Nine Lacs Fifty Thousand only). Company filed an appeal at Securities

thAppellate Tribunal (SAT) Challenging the order of SEBI. SAT by its Order dated 20 November, 2015 has set aside the order of the Adjudicating Officer of SEBI and has remanded the matter back to SEBI to decide the same afresh based on merits and in accordance with the law.

b. The Company has adopted Whistle Blower Policy and it is fully implemented by Management. No personnel has been denied access to the Audit committee.

c. The said policy has been also put up on the website of the Company at the following link.

http://www.skylinemillarsltd.com/Vigil_Mechinism_policy_of_SML.pdf

d. Compliances with mandatory and non-mandatory requirements of .The Company has complied with mandatory and non-mandatory requirements of clause 49 of the listing regulations requiring it to obtain a certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and annex the certificate with the Directors Report., which is sent annually to all the shareholders of the Company. We have obtained a certificate to this effect from the auditors and the same is given as an annexure to the Directors Report.

e. Compliance Certificate from CFO and Whole-time Director.CFO and Whole-time Director has duly submitted a certificate to the Board as required under Regulation 17(8) of SEBI (LODR) Regulations, 2015 which is appended herewith

f. Management Discussion and Analysis

Management Discussion and Analysis Report forms part of this Annual Report and includes discussions on various matters specified under SEBI (LODR) Regulatins, 2015.

SEBI (LODR) Regulations 2015



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MEANSOF COMMUNICATION:

a) Quarterly Results: The approved financial results are forthwith sent to stock exchanges where the shares

are listed and are displayed on the Company's website: www.skylinemillarsltd.com and are generally published in

the FreePress Journal and Navshakti newspapers.

Website: The Company's websitewww.skylinemillarsltd.com contains a separate dedicated section for Investors

where Shareholders information is available. Quarterly Results, Annual Reports, Code of Conduct, Presentation to

Investors, Shareholding Pattern, etc. are also available on the website.

2. The Financial year of the Company is from April to March and schedule for the financial year 2016-17 is

given below:

First quarter results (30th June) 2nd week of August, 2016

Mailing of Annual Reports 4th week of August, 2016

Annual General Meeting 29th September, 2016

Second quarter results (30th September) 2nd week of November, 2016

Third quarter results (31st December) 2nd week of February, 2017

Fourth quarter Results 2nd Week of May, 2017

th th3. Date of Book Closure: 24 September, 2016 to 29 September 2016.

4. Listing on Stock Exchange: Bombay Stock Exchange Limited. (Code 505650) / Ahmedabad Stock Exchange

Limited (Code 1310)

5. Dematerialization: ISIN Number INE178E01026

The shares of the Company are under demat trading. The Company has made necessary arrangements with

CDSL and NSDL for demat facility and almost 90.31% of the Company's share capital is in demat form as on

31st March, 2016.

6. Registrar & Share Transfer Agent:

Link Intime India Private Limited acts as the Registrars and Share Transfer Agents of the Company. Share

transfers, dividend payment, requests for duplicates, revalidation, transmission and other investor related

requests are attended by M/s Link Intime India Private Limited at its Registered Office situated at:

Link Intime India Private Limited (Formerly IntimeSpecturm Registry Limited)

C-13, Pannalal Silk Mills Compound,L.B.S Marg, Bhandup (West). Mumbai - 400 078

Tel no: -91-22- 2594 69 70 | Fax no: - 91-22-2594 69 69

Email: - [email protected] www.linkintime.co.in

7. Share Transfer System:

The entire share transfer requests lodged with the Registrar & Share Transfer Agent are processed within a

maximum period of 15 days provided all the documents are submitted.



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8. Market Price Data**

Bombay Stock Exchange

Month

April, 2015

May, 2015

June, 2015

July, 2015

August, 2015

September, 2015

October, 2015

November, 2015

December, 2015

January, 2016

February, 2016

March, 2016

High

5.30

4.93

4.55

3.78

3.88

3.30

3.96

3.38

3.90

3.90

3.80

3.70

Low

3.00

3.75

3.32

2.90

2.85

2.50

2.98

2.97

3.05

3.09

3.11

2.91

**(The above said Information has been sourced from Bombay Stock Exchange Limited)

9. Shareholding Pattern as on March 31, 2016

Category

Promoters (Including persons acting in concert)

Indian Institutional Investors

Mutual funds & UTI

Banks / financial institutions & insurance companies

Foreign Institutional Investors

General Public

Private Corporate Bodies

Others

Total

No. of shares held

2,88,29,931

Nil

Nil

1,000

Nil

97,89,515

11,30,960

4,72,844

4,02,24,250

% of paid - up capital

71.67

Nil

Nil

0.00

Nil

24.34

2.81

1.18

100.00



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10. Distribution of shareholding as on March 31, 2016.

No. of Equity

Shares Held

(Face Value ` 1/- each)

No. of

shareholders

Percentage of

Shareholdings

%

Total No.

of Shares

Percentage of

shares held

%

1

501

1001

2001

3001

4001

5001

10001

-

-

-

-

-

-

-

-

500

1000

2000

3000

4000

5000

10000

*****

Total

1906

1470

738

233

101

137

144

130

4,859

39.23

30.25

15.19

4.79

2.08

2.82

2.96

2.67

100.00

673589

1344137

1285689

634019

375961

663344

1161715

34085796

4,02,24,250

1.67

3.34

3.20

1.58

0.93

1.65

2.89

84.74

100.00

11. The Name & address of the Compliance Officer;

12. Company has not issued ESOP or any GDRs /ADRs /Warrants /Convertible Instrument.

. DECLARATION UNDER CLAUSE 34(3) READ WITH SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

For Skyline Millars Limited

DIN: 01448536

Mr. Ganesh R. Nalawade, Company Secretary & Compliance Officer * w.e.f. 08/06/2015

Skyline Millars Limited Skyline Oasis Gate No.2, 412/413, Skyline Wealthspace, Premier Road, Vidyavihar (West), Mumbai-400086 Tel: 022-25162506 Email:[email protected]

As provided under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 I hereby affirm that all the Board Members and Senior Management

Personnel of the Company have affirmed compliance with the Code of Conduct for Board Members and

Senior Management Personnel as applicable to them for the year ended March 31, 2016.

Maulik H. Dave

Whole-time Director

Mumbai,

May 25, 2016



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COMPLIANCE CERTIFICATE

[See Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We, Mr. Maulik H. Dave Whole-time Director and Mr. Shivakumar S Aiyar ,Chief Financial Officer do hereby

certify to the Board that:

a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March 31, 2016

and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

ii. these statements together present a true and fair view of the company's affairs and are in compliance with

existing Accounting Standards, applicable laws and regulations.

b) There are, to the best of knowledge and belief, no transactions entered into by the Company during the

year which are fraudulent, illegal or violation of the Company's Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting

and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such

internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these

deficiencies.

d) We have indicated to the auditors and the Audit Committee, the following:

i. significant changes in internal control over financial reporting during the year, if any;

ii. significant changes in accounting policies during the year and that the same have been disclosed in the

notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the company's internal control system over

financial reporting.

our

Maulik H. Dave

Whole-time Director

DIN: 01448536

Shivakumar S Aiyar

Chief Financial Officer



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INDEPENDENT AUDITOR'S REPORT

To the Members of


Report on the Financial Statements

We have audited the accompanying Financial Statements of SKYLINE MILLARS LIMITED ("the Company"), which

comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for

the year then ended, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act,

read with rule 7 of Companies (Accounts) Rules, 2014.

This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the

Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are reasonable

and prudent and design, implementation and maintenance of adequate internal financial controls, that are

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the Financial Statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We

conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the

risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company's preparation of the Financial

Statements, that give a true and fair view, in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall

presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Financial Statements.



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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

Financial Statements give the information required by the Act in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company

as at 31, 2016,and the loss and the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 (the Order) issued by the Central Government in

terms of sub-section (11) of section 143 of the Act , we give in "Annexure A" a statement on the matters specified in

paragraphs 3 and 4 of the Order.

As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in

agreement with the books of account;

d) In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record

by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as

a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over

g) With respect to

i. The Company has disclosed the impact of pending litigation on its financial position in its financial

statements. Refer Note 29 of the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there are any

material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and

Protection Fund by the Company.

March

financial reporting of the Company and the

operating effectiveness of such controls, refer to over separate Report in "Annexure B".

other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, to the best of our knowledge and according to the explanations

given to us, we report as under::

Place : MumbaithDate : 30 May 2016

For Manubhai & Shah LLP

Chartered Accountants

(Firm's Registration

No.: 106041W/W100136)

Ashish Shah

(Partner)

(Membership No.: 103750)



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ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 1 under " Report on other Legal and Regulatory Requirement "

section of our report of even date.)

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of fixed assets;

(b) The fixed assets were physically verified by the Management. According to the information and

explanation given to us, no material discrepancies were noticed on such verification;

(c)

2. (a) The inventories have been physically verified by the Management during the year. In our opinion, the

frequency of verification is reasonable.

(b) The procedures for physical verification of followed by the management are reasonable and

adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical

verification of as compared to the books records were not material and the same has been

properly dealt with in the books of accounts.

3. the company has not granted

any loans, secured or unsecured to companies, firms , limited liability partnerships or other parties covered in

the register maintained under section 189 of the Companies Act 2013.

4. In our opinion and according to the information and explanations given to us , the provisions of sections 185

and 186 of Companies Act 2013 in respect of grant of loans, making investments and providing guarantees and

securities, are not applicable to the company for the year under report.

5. According to the information and explanation given to us, the Company has not accepted deposits and hence

reporting under clause 5 of paragraph 3 of the order is not applicable.

6.

Companies Act 2013.

7. (a)

According to the information and explanation given to us and on the basis of examination of the

documents, the title deeds of the immovable property included in the fixed assets are registered in the

name of the company.

inventories

inventories

In our opinion and according to the information and explanations given to us,

According to the information and explanation given to us, the Central Government has not prescribed

maintenance of cost records under sub-section (1) of section 148 of

According to the information and explanations given to us in respect of statutory dues:

The Company is generally regular in depositing undisputed statutory dues, including provident fund,

employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax

cess and other statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of provident fund, employees' state insurance, income

tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues in

arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, the particulars of dues of Income tax, sales tax,

service tax, duty of custom and duty of excise which have not been deposited on account of any dispute, is as

follows:



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Name of the statute

Nature of duesAmount

(Rs.)

Financial Year to which the

amount relates

Forum where the dispute is pending

Central Sales

Tax, Local Sales

Tax and Works

Contract Tax

CST, BST & WCT Rs 431.73 lacs2001-2002 to

2004-2005

Deputy

Commissioner

Appeal

(9) The Company has not raised moneys by way of initial public offer or further public offer (including debt

instruments) during the year. The money raised from term loans have been applied for the purposes for

which they were obtained.

(10) To the best of our knowledge and according to the information and explanations given to us, no fraud by the

Company and no fraud on the Company by its officers or employees has been noticed or reported during

the year.

(11) The Company does not pay any managerial remuneration and hence reporting under clause (xi) of the

Order is not applicable.

(12) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(13) According to the information and explanations given to us the Company is in compliance with Section 177

and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the

details of related party transactions have been disclosed in the financial statements as required by the

applicable accounting standards.

(14) During the year the Company has not made any preferential allotment or private placement of shares or

fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable

to the Company.

(15) In our opinion and according to the information and explanations given to us, during the year the Company

has not entered into any non-cash transactions with its directors or persons connected with them and hence

provisions of section 192 of the Companies Act, 2013 are not applicable

(16) In our opinion and according to the information and explanations given to us, the Company is not required

to be registered under section 45-I of the Reserve Bank of India Act, 1934.

Particulars Amount of default as at balance sheet date Period of default

Name of lender:

Bank of Maharashtra Rs 26.35 lacs

(8)The Company has defaulted in repayment of loan from bank, the details is as follow:

60 days



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ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies

Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Skyline Millars Limited (“the

Company”) as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the

year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components

of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting

issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design,

implementation and maintenance of adequate internal financial controls that were operating effectively for

ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the

safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial information, as required under the Companies

Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting

based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and

deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of

internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute

of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal

financial controls over financial reporting was established and maintained and if such controls operated effectively

in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls

over financial reporting included obtaining an understanding of internal financial controls over financial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including

the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company's internal financial controls system over financial reporting.



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Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Place : MumbaithDate : 30 May 2016

For Manubhai & Shah LLP


(Firm's Registration No.:

106041W/W100136)

Ashish Shah

(Partner)

(Membership No.: 103750)



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HEET

MAPMAP

stBALANCE SHEET AS AT 31 MARCH, 2016(Amount in `)

Note No. As at 31st March, 2016

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share Capital 2 4,02,24,250

Reserves and Surplus 3 28,80,87,855

NON-CURRENT LIABILITIES

Long-term Borrowings 4 2,18,04,325

Deferred Tax liabilities (Net) 5 1,23,25,358

Other Long Term Liabilities 6 2,17,70,053

Long Term Provisions 7 1, 74,48,445

CURRENT LIABILITIES

Short-term borrowings 8 2,04,62,487

Trade Payables 9 89,79,079

Other Current Liabilities 10 2,05,51,740

Short-Term Provisions 11 58,64,336

Total 45,75,17,928

ASSETS

NON-CURRENT ASSETS

Fixed assets

Tangible Assets 12 16,60,84,636

Intangible Assets 12 3,78,017

Capital Work-in-Progress 12 12,49,083

16,77,11,736

Non-Current Investments 13 3,06,532

Long Term Loans And Advances 14 3,21,55,646

Other Non-Current Assets 15 17,75,62,270

CURRENT ASSETS

Inventories 16 1,79,80,914

Trade Receivables 17 2,40,75,272

Cash and Bank Balances 18 1,92,11,697

Short-term Loans and Advances 19 1,72,70,865

Other Current Assets 20 12,42,996

Total

4,02,24,250

32,28,73,644

2,95,64,261

1,08,89,372

1,91,12,433

1,80,04,664

1,31,87,959

1,43,29,290

2,43,05,973

57,51,266

49,82,43,112

17,54,94,203

93,975

9,46,643

17,65,34,821

309,532

2,45,47,236

17,76,16,748

4,76,56,165

3,00,48,847

2,32,65,620

1,71,12,105

11,52,038

45,75,17,928 49,82,43,112

Significant Accounting Policies 1Contingent Liabilities, Capital and other commitments 29Notes are integral part of the Financial Statements.

As at31st March, 2015

Mr. Vinod N. JoshiDIN No. 01409387

(Director)

As per our Report of even date

For MANUBHAI & SHAH LLP


FRN 106041W/W/100136

MR. ASHISH SHAH

Partner

Membership No. 103750

Mumbai, May 30, 2016


Mr. Shivakumar S Aiyar (Chief Financial Officer)Mumbai, May 30, 2016.

Mr. Tarak A. PatelDIN No. 00166183

(Director)

Mr. Ganesh Nalawade(Company Secretary)

Mumbai, May 30, 2016.



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As per our Report of even dateFor MANUBHAI & SHAH LLPChartered AccountantsFRN 106041W/W/100136

MR. ASHISH SHAHPartnerMembership No. 103750Mumbai, May 30, 2016

stSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2016

(Amount in `)Note No. Year Ended Year Ended

31st March, 2016 31st March, 2015

INCOME

Revenue from operations (Gross) 21 9,00,10,305

Less: Excise Duty (25,42,459)

Revenue from operations (Net of excise duty) 8,74,67,846

Other Income 22 31,39,447

Total Income 9,06,07,293

EXPENSES

Cost of Materials Consumed 23 1,21,58,732

Purchase of Stock-in-Trade 24 13,11,976

Changes in Inventories of finished goods, 25 2,95,58,620

Cost of Flats Transferred 98,03,649

Employee Benefits Expenses 26 1,17,42,072

Other Expenses 27 4,14,59,558

/ (LOSS) BEFORE EXTRAORDINARY & EXCEPTIONAL ITEMS (3,33,49,800)

EXTRAORDINARY/EXCEPTIONAL ITEMS

/ (LOSS) BEFORE TAX ( )

Less: Tax expense

Current tax -

MAT Credit Entitlement -

Deferred tax 14,35,986

/ (LOSS) AFTER TAX (3,47,85,786)

Earning per share Basic and diluted 37 (0.86)

(Face value of ̀ 1 each)

6,56,57,954

(39,31,418)

6,17,26,536

68,75,714

6,86,02,250

1,53,58,468

27,37,520

1,53,48,278

Work-in-Process and Stock-in-Trade

9,58,863

1,38,15,777

4,51,37,546

Total Expenses 10,60,34,607 9,33,56,452

EARNINGS BEFORE INTEREST, TAX,

DEPRECIATION AND AMORTISATION (EBITDA) (1,54,27,314) (2,47,54,202)

Depreciation and Amortization Expense 12 98,95,217 1,03,44,979

EARNINGS BEFORE INTEREST & TAX (2,53,22,531) (3,50,99,181)

Finance Costs 28 80,27,269 83,75,820

EARNINGS (4,34,75,001)

- -

EARNINGS 3,33,49,800 (4,34,75,001)

-

-

42,44,447

EARNINGS (4,77,19,448)

(1.19)

Significant Accounting Policies 1Contingent Liabilities, Capital and other commitments 29Notes are integral part of the Financial Statements.


(Director)




(Director)





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1) SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation:

(c) Revenue RecognitionManufacturing Division:

ii) Other Projects The Company is following the "Percentage of Completion Method" of accounting in accordance with the Guidance Note on Accounting for Real Estate Transaction (Revised 12) issued by ICAI. As per the aforesaid , the revenue on the project is recognized provided following thresholds have been met:-1. All critical approvals necessary for the commencement have been obtained: 2. the expenditure incurred on construction and development costs is not less than 25 percent of the total estimated 3. At least 25 percent of the saleable project area is secured by the registered agreements with the buyers ; and4. At least 10 percent of the agreement value is realized at the reporting date in respect of such agreements and it is reasonable to expect that the parties to such contracts will comply with the payment terms as defined in the contracts. Determination of revenues under the above method necessarily involves making estimates, some of which are of a technical nature, concerning, where relevant, the percentages of completion, costs to completion, the expected revenues from the project or activityand the foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed periodically. The effect of changes, if any, to estimates is recognized in the financial statements for the period in which such changes are determined. Losses, if any, are fully provided for immediately.

(b) Use of Estimates: The preparation of financial statements in conformity with the generally accepted accounting principles

in India ('Indian GAAP') requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

i) Revenue from sale of goods is recognized when no significant uncertainty exists regarding the amount of consideration that will be derived from the sale of goods. Sales are recognized net of trade discounts, rebates, sales taxes and excise duties on goods manufactured and outsourced.

ii) Income from Services rendered is recognized based on agreements/arrangements with the customers on completion of Service when no significant uncertainty exists regarding the amount of consideration that will be derived from rendering of service and is recognized net of service tax, as applicable.

Realty Division

i)

Guidance Note

construction and development cost ;

The financial statements have been prepared and presented under the historical cost convention, on accrual basis of accounting in accordance with the accounting principles generally accepted in India ('Indian GAAP') and comply with the applicable Accounting Standards prescribed under Sec. 133 of the Companies Act, 2013 ['Act'] read with Rule 7 of the Companies [Accounts] Rules, 2014. All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities.

Sales of Flats & Commercial Offices are recognized when all significant risks & rewards of ownership has been transferred & the company retains no effective control of Flats & Commercial Offices to a degree usually associated with ownership and no significant uncertainty exists regarding the amount of consideration that will be derived from the sale.



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Other Income I) Interest income is recognized on a time proportion basis. ii) Dividend Income on investment is recognized when the right to receive dividend is established.

( d) Fixed Assets & Depreciation

(e) Impairment of Asset

(f) InvestmentsLong term Investments are carried at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments.

(h) InventoriesManufacturing Division:I) Raw Materials, Components, Packing Materials, Stock in trade, Stores and Spare Parts are valued at

lower of cost and net realizable value. Work-in-progress of the Construction Machinery is valued at estimated cost.

ii)

Realty Division:I) Work-in-Progress

Work in progress is valued at cost consisting of land, land development construction, infrastructure, finance cost of funds earmarked to the project and other cost directly attributable to the project in

accordance with the

(i) Employees' Benefitsi) The Company's contribution to Provident Fund and ESIC are charged to the Statement of Profit And

Loss.ii) Liability for Payment of gratuity to employees is covered through the Group Gratuity Schemes of Life

Insurance Corporation of India. Gratuity is accounted on the basis of the premium paid to Life

(g) Trade Receivables Trade receivables are stated after making adequate provisions for doubtful balances.

Guidance Note on Accounting for Real Estate Transaction (Revised 12) issued by ICAI.

i) Tangible Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits from the existing asset beyond its

previously assessed standard of performance. Cost includes all expenses related to the acquisition and installation of fixed assets.Tangible assets not ready for the intended use on the date of the Balance sheet are disclosed as “Capital work-in-progress”.Intangible Assets are carried at cost less accumulated amortization.

ii) Depreciation on Tangible Fixed Assets has been provided on a pro-rata basis on the straight line method based on the 'Useful lives' prescribed under Schedule II to the Companies Act, 2013.

Intangible Assets are amortized on straight line basis over their estimated useful economic life.

At Balance Sheet date, an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Company's assets. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount.

In determining the cost of Raw Materials, Components, Packing materials, Stock-in-trade, Stores and Spare Parts, First-in-First-Out method is used. Cost of Inventory comprises of all cost of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) & all other costs incurred in bringing the inventory to the present location and condition.

iii) Finished Goods are valued at lower of cost and net realizable value. iv) Cost of Finished Goods & Work-in-Progress includes the cost of Raw Materials, Packing materials

& appropriate share of Fixed & Variable Production overheads & excise duty as applicable.



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Insurance Corporation of India under the Group Gratuity Scheme.iii) Provision for Leave Encashment is determined on basis of actuarial valuation. (Note 34)

(j) Foreign Exchange TransactionsTransactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign currency transactions settled during the year are recognized in the Statement of Profit And Loss of the year.Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the year end are translated at the closing exchange rate and the resultant exchange differences are recognized in the Statement of Profit and Loss.

(k) TaxationTax expenses comprises current tax and deferred tax. Provisions for income tax are made in accordance with the Income Tax Act, 1961. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets are recognized and carried forward only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted at the Balance Sheet date.

(l) Earnings Per Share Basic earning per share [EPS] are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted EPS, the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(m) Borrowing CostBorrowing costs that are directly attributable to long term projects / development activities are treated as part of the respective project cost and added to the stock in trade upto the date when such projects / development activities are completed. Other borrowing costs are charged as an expense in the year in which they are incurred.

(n) Contingencies / ProvisionsThe Company creates a provision when there exists a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may arise, but probably will not require an outflow of resources.

(o) Measurement of EBITDAThe Company has elected to present earning before interest (finance cost), tax, depreciation and amortization (EBITDA) as a separate line item on the face of Statement of Profit and Loss for the year. The Company measures EBITDA on the basis of profit / (loss) from continuing operations.

In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. The carrying amount of deferred tax assets is reviewed at each balance sheet date for any write down, as considered appropriate.

(p) Segment Reporting Segments are identified having regard to the dominant source and nature of risks and returns and internal organization and management structure. The Company has considered business segments as the primary segments for disclosure. The business segments are 'Construction Equipment', 'Pre Cast Pipes' and 'Real Estate Development'.The Company does not have any geographical segment.



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2) SHARE CAPITAL

Authorised :-

10,00,00,000 (Previous year 10,00,00,000)

Equity Shares of Re 1/- each

Issued Subscribed and Paid up :-

4,02,24,250 (Previous year 4,02,24,250)

Equity Shares of Re 1/- each

4,02,24,250 4,02,24,250

10,00,00,000 10,00,00,000

4,02,24,250 4,02,24,250

Notes :

a) Reconcilaition of number of shares

outstanding at the beginning and at

the end of the year

At the beginning of the year 4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250

Add: Issued during the year - - - -

Less: Cancelled / Bought Back - - - -

Outstanding at the end of the year

No. of Amount in No. of Amount in

Equity Shares ` Equity Shares `

4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250

b) Details of Shareholders holding

more than 5% Equity Shares

in the Company % %

Equity Shares of ` 1/- each

Dave Builders Pvt. Ltd. 57,20,910 14.22 57,20,910 14.22

Jatin Daisaria Realtors Pvt. Ltd. 57,20,910 14.22 57,20,910 14.22

Skyline Vision Pvt. Ltd. 57,20,900 14.22 57,20,900 14.22

Millars Machinery Company Pvt. Ltd. 53,97,770 13.42 53,97,770 13.42

A. J. Patel Investments & Trading 21,88,500 5.44 21,88,500 5.44

Co. Pvt. Ltd.)

No of Percentage No of Percentage

Equity Shares of Holding Equity Shares of Holding

Uttarak Enterprises Pvt. Ltd

(Formerly known as

c) Terms / Rights attached to Equity Shares

The Company has only one class of shares referred to as Equity Shares having a par value of ̀ 1/- per share.

Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends

in Indian Rupees. Payment of Dividend is also made in foreign currency to shareholders outside India.

The Dividend (if any) proposed by the Board of Directors is subject to the approval of the share holders at

the Annual General Meeting, except in the case of Interim Dividend. In the event of liquidation, the

equity shareholders are eligible to receive the remaining assets of the company after distribution of all

preferential amounts, in proportion to their shareholding.

stNotes to financial statements for the year ended 31 March, 2016

As at 31st March, 2016

(Amount in `)) As at

31st March, 2015


As at

31st March, 2015


As at

31st March, 2015




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3) RESERVES AND SURPLUS

a) Capital Reserve

As per last Balance Sheet 27,85,361 27,85,361

Add: Changes in the current year - -

Closing balance 27,85,361 27,85,361

b) Preference Shares Redemption Reserve

As per last Balance Sheet 57,37,100 57,37,100

Add: Changes in the current year - - -

Closing balance 57,37,100 57,37,100

c) Securities Premium Account

As per last Balance Sheet 12,94,37,050 12,94,37,050

Add: Changes in the current year - - -

Closing balance 12,94,37,050 12,94,37,050

d) General Reserve

As per last Balance Sheet 2,81,00,000

Add: Transfer from Statement of

Profit and Loss - -

Closing balance 2,81,00,000 2,81,00,000

e) Surplus in Statement of Profit and Loss

As per last Balance Sheet 15,68,14,133

Add: Mat Credit Entitlement - -

Add: Net profit after tax transferred from

Statement of Profit and Loss (3,47,85,789)

12,20,28,344

Less : Appropriations:

Closing balance 12,20,28,344

28,80,87,855

2,81,00,000

20,47,44,407

(4,77,19,448)

15,70,24,959

Transfer from Assets whose Balance Useful Life is - (2,10,826)

NIL as per Schedule II of Companies Act, 2013

15,68,14,133

32,28,73,644

4) LONG-TERM BORROWINGS

Term Loan (For Wada Unit from Bank of Maharashtra) 4,01,04,261

Less : Current maturities of Long Term 3,23,44,325

Borrowings (Ref. to note 10) (1,05,40,000) (1,05,40,000)

2,18,04,325 2,95,64,261

(Utilised Rs. 588 lacs out of sanctioned amount of Rs. 605.94 lacs

secured against the mortgage of Land & Building and Hypothecation of

Plant & Machinery of Wada unit, out of which Rs.264.56 lacs is

paid upto 31st March'2016; Loan carries Interest rate of 14.75% p.a.

(approx.) & has term of 6 years commencing from June'13).

There is default in payment of last installment of Rs. 26.35 lacs




31st March, 2015



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5) DEFERRED TAX LIABILTIES (NET)

Deferred tax liabilities

Difference between the Written Down Value

of fixed assets as per the books of

Account and Income Tax Act, 1961 1,28,28,624

Expenses allowed for tax purpose on payment basis (5,03,266) )

Net deferred tax (liability) 1,23,25,358

6) OTHER LONG TERM LIABILITIES

Trade Payable 40,02,594 -

Others **** 1,77,67,459

**** Includes Balance of Rs. 151.59 lacs of Erbent & Tadmore

Buildings for which Society is yet to be formed

7) LONG TERM PROVISIONS

Provision for Income Tax (Net) 1,59,55, 183

Provisions for Employees Benefits

Provisions for Compensated Absences 14,93,262

1,74,48,445

9) TRADE PAYABLES

Trade Payables (Refer Note 34 for details of dues

to Micro, Small and Medium Enterprises ) 89,79,079

10) OTHERS CURRENT LIABILITIES

Current Maturities of Long Term Borrowings 1,05,40,000

(Term Loan for Wada Project - Refer note 4 for details)

Interest accrued & due on Borrowings

Unclaimed Dividends

Advance Against sale of Flats

Advance Against sale of Office -

Statutory Dues 14,61,380

Payable to Employees 7,19,042

Advance Received from Customers 27,40,503

Others 2,63,395

2,05,51,740 2,43,05,973

1,18,06,576

Deferred tax Assets

Provision for Doubtful Debts - (4,09,756)

(5,07,448

1,08,89,372

1,91,12,433

2,17,70,053 1,91,12,433

1,64,15,065

15,89,599

1,80,04,664

8) Short-Term Borrowings

Cash Credit Account # 2,04,62,487 1,31,87,959

# Secured against Hypothecation of Stock & Book Debts 2,04,62,487 1,31,87,959

1,43,29,290

89,79,079 1,43,29,290

1,05,40,000

6,63,015 -

17,33,564 15,11,910

24,30,841 21,24,564

30,78,320

37,27,886

6,94,193

7,91,522

18,37,578




31st March, 2015



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Tangible Assets

LAND

BUILDING &

ELE. FITTINGS

RESIDENTIAL

QUARTERS

PLANT & MACHINERY

FURN. FIXT.

OFFICE EQUIPMENT

COMPUTERS

VEHICLES

CWIP - ROAD

GROSS TOTAL

Intangible Assets

2,78,79,000

5,24,89,097

14,429

11,21,29,443

27,38,018

14,97,753

8,26,745

29,62,084

1,00,000

9,46,643

20,15,83,211

-

-

-

2,72,289

-

17,490

84,990

-

3,94,924

3,02,440

10,72,133

-

-

-

-

-

-

-

-

-

-

-

2,78,79,000

5,24,89,097

14,429

11,24,01,732

27,38,018

15,15,243

9,11,735

29,62,084

4,94,924

12,49,083

20,26,55,344

-

38,22,248

14,429

1,70,66,216

7,68,543

6,94,683

6,70,326

20,05,919

6,025

-

2,50,48,390

-

17,59,740

-

71,66,288

2,74,847

2,81,516

1,33,902

1,68,044

1,10,881

-

98,95,217

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

55,81,988

14,429

2,42,32,504

10,43,391

9,76,199

8,04,227

21,73,963

-

1,16,907

-

3,49,43,607

2,78,79,000

4,69,07,109

-

8,81,69,228

16,94,627

5,39,044

1,07,507

7,88,121

3,78,017

12,49,083

16,77,11,736

2,78,79,000

4,86,66,848

-

9,50,63,227

19,69,475

8,03,070

1,56,419

9,56,165

93,975

9,46,643

17,65,34,821

11) SHORT TERM PROVISIONS

Provisions for Compensated Absences 1,35,431 57,889

Other Provisions

Provision for sales tax liability 57,28,905 56,93,377

58,64,336 57,51,266

Provisions for Employees Benefits

DESCRIPTION

GROSS BLOCK DEPRECIATION NET BLOCK

BOOK VALUE AS ON

01.04.2015

ADDITION DURING

THE YEAR

DEDUCTION DURING

THE YEAR

BOOK VALUE AS ON

31.03.2016

UP TO 01.04.2015

TOTALDEPRE.

FOR THE YEAR

DEBIT TO OP P & L

DEDUCTION DURING

THE YEAR

AS ON31.03.2016

AS ON31.03.2015

DEPRE.UP TO

31.03.2016

` ` ` ` ` ` ` ` ` ` `

12) FIXED ASSETS SCHEDULE CURRENT YEAR




31st March, 2015



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ENTSTangible Assets

LAND

BUILDING &

ELE. FITTINGS

RESIDENTIAL

QUARTERS

PLANT & MACHINERY

FURN. FIXT.

OFFICE EQUIPMENT

COMPUTERS

VEHICLES

CWIP - ROAD

GROSS TOTAL

Intangible Assets

2,78,79,000

5,21,98,690

14,429

11,06,24,706

27,16,150

14,11,815

16,10,720

33,19,778

-

-

19,97,75,288

-

2,90,407

-

16,08,935

21,868

85,938

-

54,838

1,00,000

9,46,643

31,08,629

-

-

-

1,04,198

-

-

7,83,975

4,12,532

-

-

13,00,705

2,78,79,000

5,24,89,097

14,429

11,21,29,443

27,38,018

14,97,753

8,26,745

29,62,084

1,00,000

9,46,643

20,15,83,211

-

20,67,658

9,595

99,62,541

4,79,495

2,57,854

12,02,868

15,67,508

-

-

1,55,47,518

-

17,54,591

-

71,03,675

2,73,743

2,93,836

2,03,740

7,09,369

6,025

-

1,03,44,979

-

-

-

-

-

-

7,83,975

2,70,958

-

-

10,54,934

-

-

4,834

-

15,305

1,42,993

47,694

-

-

-

2,10,826

-

38,22,249

14,429

1,70,66,216

7,68,543

6,94,683

6,70,326

20,05,919

6,025

-

2,50,48,390

2,78,79,000

4,86,66,848

-

9,50,63,227

19,69,475

8,03,070

1,56,419

9,56,165

93,975

9,46,643

17,65,34,821

2,78,79,000

5,01,31,032

4,834

10,06,62,163

22,36,655

11,53,961

4,07,852

17,52,270

-

-

18,42,27,768

DESCRIPTION

GROSS BLOCK DEPRECIATION NET BLOCK

BOOK VALUE AS ON

01.04.2014

ADDITION DURING

THE YEAR

DEDUCTION DURING

THE YEAR

BOOK VALUE AS ON

31.03.2015

UP TO 01.04.2014

TOTALDEPRE.

FOR THE YEAR

DEBIT TO OP P & L

DEDUCTION DURING

THE YEAR

AS ON31.03.2015

AS ON31.03.2014

DEPRE.UP TO

31.03.2015

` ` ` ` ` ` ` ` ` ` `

12) FIXED ASSETS PREVIOUS YEAR (Amt. in Rs.)



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13) NON-CURRENT INVESTMENTSI. UNQUOTED

NON-TRADEA. IN GOVERNMENT SECURITIES :

6 Years National Savings Certificates of the face value of Rs. 2000/- Deposited withOrissa State Sales Tax Authorities. 2,000 2,000Less : Diminution in the value of investments (2,000) -

B. IN SHARES:10 Shares of The Sanskar Co-Operative Premises Society Ltd., of the Face Value Rs. 50 Each, 500 500

10 Shares of Panchamahal Development Co-Operative Society Limited of the Face Value of Rs. 100/- Each, Fully Paid Up. 1,000 1,000

10 Preferance Shares of Mukand Ltd., of the Face 540 540

TOTAL UNQUOTED INVESTMENTS (I) 1,040 4,040

II. QUOTED :-A. IN SHARES, DEBENTURES OR BONDS :

4010 Equity Shares (Previous Year 4010) of GMM Pfaudler Ltd. 5,860 5,860

100 Equity Shares of HIL Ltd.(Previous Year 100)

100 Equity Shares of Cranex Ltd., 1,100 1,100

Fully Paid Up.

Less : Diminution in the value of investments (1,000) -

Value of Rs. 10/- Each, Fully Paid Up

9,700 9,700

(Previous Year 100)




31st March, 2015



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250 Equity Shares of Greaves Cotton Ltd.,

2,600 2,600

264 Equity Shares of Reliance Power Ltd.

(Previous Year 264)

750 Equity Shares of Coal India Ltd..

(Previous Year 750)

40 Equity Shares of Mukand Ltd.,

(Previous Year 40)

B. MUTUAL FUNDS

ICICI Prudential Liquid Plan-weekly dividend

reinvestment 234.106 Units

(Previous Year 234.106 Units)

TOTAL QUOTED INVESTMENTS (II) 3,05,492

3,06,532 3,09,532

(Previous Year 250)

74,250 74,250

1,81,125 1,81,125

2,160 2,160

28,697 28,697

3,05,492

TOTAL I + II

BOOK MARKET BOOK MARKET

VALUE VALUE VALUE VALUE

AGGREGATE VALUE OF SECURITIES

Quoted Investments 3,05,492 13,54,024 3,05,492 15,61,221

Unquoted Investments 1,040 - 4,040 -

TOTAL 3,06,532 13,54,024 3,09,532 15,61,221




31st March, 2015


(Amount in `) As at 31st March, 2015



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14) LONG TERM LOANS AND ADVANCES

Unsecured & Considered Good

Capital Advances 12,00,000 -

Security Deposit 34,74,798 36,47,236

Other Deposit 65,80,848 -

Other loans & Advances : -

Advances Recoverable in Cash or in Kind or

for value to be received subject to confirmations. 2,09,00,000 2,09,00,000

2,45,47,236

15) OTHER NON CURRENT ASSETS

Karjat Riverside Building - Work in Progress 4,62,15,342

Transferable Development Rights 2,93,80,340

Karjat Property - Plot No. 86 4,98,10,983

Book Value of Ghatkopar Project 2,59,60,831

Mat Credit Receivable 32,44,706

Wealth Tax Receivable 34,862

2,29,15,206 2,35,46,076

**** Includes Balance of Rs. 151. 59 Lacs of Erbent & Tadmore

Buildings for which Society is yet to be formed 17,75,62,270 17,76,16,748

16) INVENTORIES

Raw Materials 31,39,506

Work-In-Progress 7,97,375

Finished Goods 95,08,203

Stock In Trade - Commercial Unit 45,35,830

1,79,80,914

17) TRADE RECEIVABLES

Unsecured & Considered Good

a) Outstanding for period exceeding six month from 1,77,01,900 64,42,696

date they are due for payment

b) Other Debts-Considered Good 63,73,372

2,40,75,272

3,21,55,646

4,57,27,050

2,93,80,340

4,97,22,883

2,59,60,831

32,44,706

34,862

Others****

38,00,700

12,66,637

46,07,135

3,79,81,693

4,76,56,165

2,36,06,151

3,00,48,847



(Amount in `) As at

31st March, 2015



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18) CASH AND CASH EQUIVALENTS

A) Cash and Cash Equivalents

a) Cash on Hand 20,068

b) Balance with Banks

in Current Accounts 44,98,844

B) Other Bank Balances

Margin Deposit 1,71,882

Unclaimed Dividend 17,33,564

Fixed Deposit with Maturity of more than 12 months 1,27,87,339

1,92,11,697

19) SHORT TERM LOANS AND ADVANCES

Unsecured and considered Good

Other loans & advances

a) Advances to Officers / Staff 5,81,151 6,60,084

b) Advance Paid to Creditors 16,39,010 17,34,803

c)

1,72,70,865 1,71,12,105

20) OTHER CURRENT ASSETS

Interest receivable - 1,56,564

Others 12,42,996 9,95,474

12,42,996 11,52,038

52,711

39,18,713

42,157

15,11,910

1,77,40,129

2,32,65,620

Prepaid Exps. 1,64,570 3,91,539

d) Balance with Govt. authorities

Cenvat Credit receivable 1,46,43,524 1,41,00,583

VAT receivable 2,42,610 2,25,096

21) REVENUE FROM OPERATIONSa) Revenue From Sales Sale of Products 2,47,99,940 Sale of Flats/Commercial Unit 5,98,31,209 Sale of Trading Goods 34,57,066 b) Revenue From Services Erection and Service Charges 19,22,090 c) Other Operating Revenue Sale of Scrap -

9,00,10,305

3,52,07,1062,04,34,125

65,81,312

18,72,663

15,62,748 6,56,57,954




31st March, 2015

Year Ended 31st March, 2016




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22) OTHER INCOME

Interest Income

- From Fixed Deposits 6,01,908

- Prior Period Interest Income -

- Others 22,516

Dividend Income from Non-current Investments 35,994

Sundry Credit Balances Written Back 14,59,697

Net Gain on Foreign Currency Transactions

Miscellaneous Income

Reimbursement of expenses -

Profit on sale of fixed assets -

31,39,447

23) COST OF MATERIAL CONSUMED

Opening stock 38,00,700

Add: Purchases 1,14,97,538

Less: Closing stock ( 31,39,506) (

Total Cost of Material Consumed 1,21,58,732

24) PURCHASE OF STOCK - IN - TRADE

Purchase of Stock-in Trade 13,11,976

25) CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROGRESS AND STOCK-IN-TRADE

Stock at the beginning of the year


Work in Progress 12,66,637

Stock In Trade - Commercial Units 3,79,81,693

(A) 4,38,55,465

Less : Stock at the end of the year


Work in 7,97,375

Stock In Trade - Commercial Units 45,35,830

1,48,41,408

2,90,14,057

Increase / (Decrease) in Excise duty on finished goods 5,44,563

Changes in inventories of Finished Goods,

Work-in-progress and Stock - in - Trade 2,95,58,620

28,33,925

45,670

-

31,079

7,63,964

16,427 -

10,02,905 7,10,368

13,09,500

11,81,208

68,75,714

60,65,762

1,30,93,406

38,00,700)

1,53,58,468

27,37,520

13,11,976 27,37,520

55,42,290

21,48,990

5,16,10,231

5,93,01,511

46,07,135

Progress 12,66,637

3,79,81,693

(B) 4,38,55,465

(A)-(B) 1,54,46,046

(97,768)

1,53,48,278






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26) EMPLOYEE BENEFITS EXPENSESSalaries and Wages 1,01,24,311 Contribution to Provident Fund and Other Funds 9,19,517 Staff Welfare Expenses 6,98,244

1,17,42,072

27) OTHER EXPENSESConsumption of Stores and Spare Parts 4,78,838 Power and Fuel 23,02,759 Sub-Contract & Machining Charges 7,83,953 Freight and Forwarding 38,78,361 Auditors' remuneration (Refer Note 31) 4,07,790 Rent 7,28,245 Repairs and Maintenance - Others 6,78,577 Repairs and Maintenance - Machinery 4,59,229 Insurance 2,90,512 Rates and Taxes 2,23,642 Legal and Professional Fees 63,19,835 Directors' Sitting Fees 28,00,000 Advertisement & Selling Exp. 35,18,332 Travelling & Conveyance 17,68,581 Sundry Balance W/off. (Net) 3,21,868 Donation 15,000

28) FINANCE COST

Interest Expenses 80,27,269 Other Borrowing Cost - 6,953

80,27,269 83,75,820

1,18,03,70415,24,394

4,87,6791,38,15,777

12,54,385 21,15,174

7,95,46649,64,842

4,21,8729,14,4062,31,4044,55,9952,33,3672,09,792

64,57,60823,00,00047,57,44022,17,27316,38,789

87,002Provision for Sales Tax 57,28,905 56,93,377 Fines & Penalties 1,52,038 4,82,053 Printing , Stationery & Postage 5,98,114 5,31,856 Sales Tax / VAT Assessment Dues 12,32,926 4,31,270 Contracting & Service Charges 44,97,884 38,73,568 Miscellaneous Expenses 42,74,169 50,70,607 4,14,59,558 4,51,37,546

83,68,867

29) CONTINGENT LIABILITIES AND COMMITMENTS

Particulars




(Amount in `))

(Amount in `))



Contingent LiabilitiesClaims against the company not acknowledged as debts• DGBR• Sales Tax 3,82,34,522-

1,31,61,696/-3,82,34,522/-

3,14,72,636/-



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(A) The Company has received an Arbitration award in a old legal case against Director General Border Road

of India (DGBR) entailine a claim of Rs. 131.62 Lacs (Claim - Rs. 124.93 lacs & cost Rs. 6.69 Lacs). Under legal

advice, the Company appealed against the said award and deposited Rs. 65.81 lacs being 50% of the total

award amount. The amount deposited is shown in Note 14 as 'Other Deposit", no provision has been made

for the same in the accounts & the total award amount is disclosed under 'Contingent Liabilities'

(B) The Company has in May 2015 received Sales Tax Demand of Rs. 496.57 lacs in respect of Assessment

Orders passed by the Sales Tax Officer under BST Act, 1959 & CST Act, 1956 for the financial years 2001-02

to 2004-05. As per legal opinion received from the tax consultants, the Company has already filed appeals

disputing the said demands including interest and penalty. Taking into account the advice received from the

tax consultants, in respect of the said demands, the Company has already made a provision of Rs. 114.22 lacs

in the accounts for the financial year ended 31st March, 2016 & the balance Rs. 382.35 lacs has been shown

under 'Contingent Liabilities'.

30) In terms of the Development Agreement dated 31.12.2003 and Supplementary Agreements dated

30.01.2004 and 01.03.2004 respectively entered into with Skyline Residency Pvt. Ltd. for development of

the Company's land at Kurla-Kirol Road, Ghatkopar (W), admeasuring 35,577.89 Sq. Mtrs., the Company was

entitled to upfront consideration of Rs. 1,440 Lacs and 74,446 Sq. ft. saleable area.

The Company has accounted for the said amount of Rs. 1,440 Lacs towards the upfront consideration during

the financial year ended 31st March, 2004. The details of entitlement of the Company of 74, 446 Sq. ft.

saleable area is as under:

i) Area under construction to be handed over by

Skyline Residency Pvt. Ltd. to the Company 74,446 Sq. ft.

ii) Area handed over, sold and accounted for, during Financial year 2006-07 23,594 Sq. ft.

iii) Area handed over, sold and accounted for, during Financial year 2007-08 21.034 Sq. ft.

iv) Area handed over, sold and accounted for, during Financial year 2008-09 12,246 Sq. ft.

v) Area handed over, sold and accounted for, during Financial year 2009-10 1,390 Sq. ft.

vi) Total area handed over, sold and accounted upto 31.03.2016 58,264 Sq. ft.

Balance additional saleable area to be allotted by Skyline Residency Pvt. Ltd. 16,182 Sq. ft.

Total 74,446 Sq.ft.


(Amount in `)31st March, 2016 31st March, 2015

(Exclusive of (Exclusive ofService Tax) (Service Tax)

31) AUDITORS’ REMUNERATION

Statutory audit fee 1,80,000 1,50,000

Taxation matters 1,00,000 50,000

Certification fees and other services 1,20,000 2,15,000

Reimbrusement of expenses 7,790 6,872

Total 4,07,790 4,21,872

Year Ended



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34) EMPLOYEE BENEFITSi) Short Term employee benefits:

The liability towards short term employee benefits for the year ended 31st March 2016 has been recognized in the Statement of Profit and Loss.

ii) Post-employment benefits:The following disclosures are made in accordance with AS-15(Revised) pertaining to Defined Benefit Plans.


33) DUES TO MICRO AND SMALL ENTERPRISES :

Disclosure of payable to vendors under the "Micro, Small and Medium Enterprise Development Act, 2006

('MSMED Act') " is based on the information available with the Company regarding the status of registration of

such vendors under the said Act, as per the intimation received from them on requests made by the Company.

This has been relied upon by the auditors.

There are no overdue principal amounts/interest payable amounts for delayed payments to such vendors at

the Balance sheet date. There are no delays in payment made to such suppliers during the year or for any

earlier years and accordingly there is no interest paid or outstanding interest in this regard.

Actuarial Valuation of Gratuity Benefits

ANNEXURE I

Funded Status of the Plan 31st March 16 31st March 15

Present value of funded obligations 24,61,375

Fair Value of Plan Assets 60,19,935

Net Liability (Asset) (35,58,560)


ANNEXURE II

Statement of Profit and Loss 31st March 16 31st March 15

Current Service Cost 2,48,996

Interest on Obligation 2,14,238

Expected Return on Plan Assets (4,99,205)

Net Actuarial Loss/ (Gain) 17,192

Past Service Liab. - -

Losses/ (Gains) on Curtailments & Settlement - -

Total Included in Employee Benefit Expense (18,779)

Loss/ Gain on Obligation as per Annexure III (18,352)

Loss/ Gain on Assets as per Annexure IV 35,544

Net Actuarial Loss / (Gain) 17,192

` `

Present Value of unfunded obligations - -

27,82,318

55,46,726

(27,64,408)

` `

2,86,229

2,44,436

(4,55,881)

3,44,958

4,19,741

3,46,936

(1,978)

3,44,958

32) Company has filed a suit on Nesco Ltd. (Formerly known as New Standard Engineering Co. Ltd) for the

recovery of its Security Deposit of Rs. 15,00,000/- along with interest.



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Actuarial Valuation of Gratuity BenefitsANNEXURE III

Reconciliation of Defined Benefit Obligation 31st March16 31st March 15

Opening Defined Benefit Obligation 27,82,318 Current Service Cost 2,48,996 Interest Cost 2,14,238 Actuarial Losses ( gains ) (18,352) Past Service Cost - -Losses ( Gains ) on Curtailments - -Benefits Paid (7,65,825)Benefits Payable - -Closing Defined Benefit Obligation 24,61,374

Actuarial Valuation of Gratuity BenefitsANNEXURE IV

Reconciliation of Plan Assets 31st March16 31st March15

Opening Value of Plan Assets 55,46,726 Expenses deducted from the fund - - Expected return 4,99,205 Actuarial gains and ( losses ) (35,544) Contributions by employer 9,548 Benefits Paid - - Closing Value of Plan Assets 60,19,935 The Actual return on the assets is Rs. 4,63,661

Actuarial Valuation of Gratuity BenefitsANNEXURE V

Reconciliation of Net Defined Benefit Liability 31st March 16 31st March15

Net Opening Provision in Books of Accounts (27,64,408) Employee Benefit Expense as per Annexure (18,779)

(27,83,187) Benefits Paid by the Company (7,65,825) Amounts Transferred to Payable Accounts - - Contribution Plan Assets (9,548) Closing Provision in Books of Accounts (35,58,560)

ANNEXURE VIBifurcation of liability as per Schedule VI 31st March16 31st March 15

Current Liability (2,80,786) Non- Current Liability (32,77,774) - Net Liability (35,58,560)

` ` 27,44,199 2,86,2292,44,4363,46,936

(839,482)

27,82,318

` `50,84,256

4,55,8811,978 4,611

55,46,726

` `(23,40,057)

4,19,742 (19,20,315)

(8,39,482)

(4,611) (27,64,408)


` ` (27,64,408)

(27,64,408)



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The Current Liability is calculated as Expected Contributions for the next 12 MonthsActuarial Valuation of Gratuity Benefits

ANNEXURE VII

Table of Experience Adjustments 31st March 16 31st March 15

Defined Benefit Obligation 24,61,375

Plan Assets 60,19,935

Surplus/ ( Deficit ) 35,58,560

Experience Adjustments on Plan Liabilities 6,943

Actuarial Loss / ( Gain ) due to Change in Financial assumptions (25,295)

Experience Adjustments on Plan assets 35,544

Net Actuarial Loss / Gain for the year 17,192

ANNEXURE VIII

Composition of the Plan Assets 31st March 16 31st March15

Government of India Securities 0% 0%

High quality corporate bonds 0% 0%

Equity Shares of listed Companies 0% 0%

Property 0% 0%

Policy of Insurance 100% 100%

Bank Balance 0% 0%


ANNEXURE IX

Table of Experience Adjustments 31st March 16 31st March 15

Discount Rate 7.85%

Expected Return on Plan Assets 7.85% 9.00%

Salary Growth Rate 7.00% 7.00%

Withdrawal Rates

` `

27,82,318

55,46,726

27,64,408

39,769

3,07,167

(1,978)

3,44,958


` `

` `

7.70%

5% at younger ages 5%atyounger ages

reducing to 1% at reducing to 1% at

older age older age

Actuarial Valuation of Leave Benefits

ANNEXURE I

Funded Status of the Plan 31st March 16 31st March15

`

Present Value of unfunded obligations 10,68,441

Present Value of funded obligations - -

Fair Value of Plan assets - -

Net Liability ( Asset )

`

10,79,906

10,68,441 10,79,906



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ANNEXURE II

Statement of Profit & Loss 31st March 16 31st March 15


Interest on Obligation 80,924

Expected Return on Plan Assets - -

Net Actuarial Loss/ Gain 2,43,899

Past Service Cost -

Losses / Gains on Curtailments and Settlement - -

Total included in Employee Benefit Expenses 4,78,560

Loss/ ( Gain ) on Obligation as per Annexure III 2,43,899

Loss/ ( Gain ) on Assets Obligation as per Annexure IV - -

Net Actuarial Loss/ ( Gain )


ANNEXURE III

Reconciliation of Defined Benefit Obligation 31st March 16 31st March 15

Opening Defined Benefit Obligation 10,79,906


Interest Cost 80,924

Actuarial Losses (Gains) 2,43,899 52,208

Past Service Cost -

Losses ( Gains ) on curtailments - -

Liabilities Extinguished on settlements - -

Benefit Paid (4,90,025)

Benefit Payable - -

Closing Defined Benefit Obligation 10,68,441


ANNEXURE IV

Reconciliation of Plan Assets 31st March 16 31st March 15

Opening Value of Plan Assets - -

Adjustment to the Opening Fund - -

Expenses incurred in the fund - -

Expected return - -

Actuarial Gains & ( Losses ) - -

Contributions by employer - -

Benefits paid - -

` `

1,68,377

84,226

52,208

-

3,04,811

52,208

2,43,899 52,208

` `

9,48,775

1,68,377

84,226

-

(1,73,680)

10,79,906

` `



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Actuarial Valuation of Leave Benefits ANNEXURE V

Reconciliation of Net Defined Benefit Liability 31st March 16 31st March 15

Net Opening Provision in Books of Accounts 10,79,906

Employee Benefit Expense as per Annexure II 4,78,560

15,58,466

Benefits Paid by the Company (4,90,025)

Amounts Transferred to Payable Accounts - -

Contributions to Plan Assets - -

Closing Provision in Books Accounts 10,68,441

Actuarial Valuation of Leave Benefits ANNEXURE VI

Bifurcation of Liability as per Schedule VI 31st March 16 31st March 15

Current Liability * 1,35,431

Non-Current Liability 9,33,010

Net Liability 10,68,441

* The Current Liability is calculated as Expected Benefits for the next 12 months


ANNEXURE VII

Table of Experience Adjustement 31st March 16 31st March 15

Defined Benefit Obligation 10,68,441

Plan Assets - -

Surplus / ( Deficit ) (10,68,441)

Experience Adjustments on Plan Liabilities 2,21,419

Actuarial Loss / ( Gain ) due to change in financial assumption (11,867)

34,347 -

Net Actuarial Loss / ( Gain ) for the year 2,43,899

ANNEXURE VIII

Composition of the Plan Assets 31st March 16 31st March 15

Government of India Securities 0% 0%

High quality corporate bonds 0% 0%

Equity Shares of listed companies 0% 0%

Property 0% 0%

Policy of Insurance 0% 0%

Bank Balance 0% 0%

Actuarial Valuation of Leave Benefits ANNEXURE IX

Principle Actuarial Assumptions 31st March 16 31st March 15

Discount Rate 7.85%

Expected return on Plan Assets NA NA

Salary Growth Rate 7.00% 7.00%

Withdrawal Rates 5% at younger ages

reducing to 1% at

older age

` `9,48,775

3,04,811

12,53,586

(1,73,680)

10,79,906

` ` 57,889

10,22,017

10,79,906

` `10,79,906

(10,79,906)

(90,446)

1,42,654

Actuarial Loss / ( Gain ) due to change in demographic assumption

52,208

` `7.70%

5% at younger ages

reducing to 1% at

older age

Leave Availment Rate 1.50% p.a. 1.00% p.a.



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(Amount in `) AS AT AS AT

31st March, 2016 31st March, 2015

35) EARNINGS PER SHARE (EPS)

Face value per share ` 1/- 1/-

Net profit / (loss) for the year (3,47,85,786)

a) Basic EPS

Weighted average number of

Equity Share outstanding Nos. 4,02,24,250 4,02,24,250

Basic earnings per share (0.86)

b) Diluted EPS

Weighted average number of

Equity Nos. 4,02,24,250 4,02,24,250

Diluted Earnings per share (0.86)

` (4,77,19,448)

` (1.19)

Share outstanding

` (1.19)


36) RELATED PARTY DISCLOSURES

Related Party Disclosures as required under As - 18,

Related Party Disclosures are given below :

1) Individuals having Significant influence over the company

Mr. Ashok J. Patel

Mr. Tarak A. Patel

2) Key Management Personnel

Mr. MauliK H. Dave - Whole time Director

3) Enterprises over which Significant influence excercised :

a) GMM Pfaudler Ltd.

b)

f) Millars Concrete Technologies Pvt. Ltd.

g) Dietrich Engg Consultant India Pvt. Ltd.

h)

j) Glass Lined Equipment Co. Ltd.

k)

Ready Mix Concrete Ltd.

c) Karamsad Investments Ltd.

d) Karamsad Holdings Ltd.

e) Millars Machinery Co. Pvt. Ltd.

Lugaia Pharma Liners India Pvt. Ltd.

i) Uttarak Enterprises Pvt. Ltd.

Dave Builders Private Limited

l) PGD Land LLP



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Transactions with Related Parties

I) Sales

a) Supply of Goods/ Services 8,29,348 10,01,703

(Spares, Erection & other charges to

GMM Pfaudler Ltd)

ii) Purchase of Goods and Machinery

(from Millars Concrete Technologies Pvt. Ltd.) - 3,24,805

iii) Rent paid for use of Manhole Moulds & Pallets

to Millars Concrete Technologies Pvt. Ltd. 2,00,245 -

iv) Sale of Commercial Office NIL 91,00,000

(to Mr. Ashok J Patel)

v) Advance received against sale of commercial Office NIL 15,00,000

(from Mrs. Urmi A. Patel)

vi) Dividend received 12,030 12,030

(From GMM Pfaudler Ltd)

vii) Rent paid (To Glass Lined Equipment Co. Ltd.) 4,50,000 8,36,406

viii) Outstanding Balance Receivable NIL 1,96,926

Payable NIL NIL

ix) Power & Fuel Expenses - Paid 2,27,515 3,79,361

(To Glass Lined Equipment Co.Ltd )

x) Re-imbursement of Expenses - Recovered NIL 1,48,037

(From Dietrich Engg Consultant India P Ltd)

xi) Recovery of Expenses - 17,93,645 18,32,849

(From Millars Concrete Technologies Pvt. Ltd.)

xii) Sitting Fees Paid to Directors

Mr. Ashok Patel 60,000 1,60,000

Mr. Tarak Patel 1,30,000 2,40,000

Mr. Maulik Dave 1,50,000 2,10,000



(Amount in `))(Amount in `))



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MAPMAP


37) DISCLOSURE OF SEGMENT INFORMATION AS REQUIRED BY AS 17 ̀ SEGMENT REPORTING'.STSEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE YEAR ENDED 31 MARCH,

2016.

Primary Segment Information :

A. Segment Revenue

1) Construction Equipment 1,23,32,487

2) PRE-CAST PIPES 1,53,04,150

3) Real Estate Development 5,98,31,209

Total Net Sales/income from operations 8,74,67,846

B. Segment Results

Profit / loss before Tax and interest for each segment

1) Construction Equipment (16,42,675)

2) PRE-CAST PIPES (1,20,03,093)

3) Real Estate Development 36,83,175 (92,58,480)

(99,62,593)

Less : Finance Cost 80,27,269

Unallocable Expenses Net of

Profit/(Loss) before tax (3,33,49,800)

14,35,986

Profit / (Loss) after tax (3,47,85,786)

C. Capital Employed

(Segment Assets - Segment Liabilities)

1) Construction Equipment 1,11,03,047

2) PRE-CAST PIPES 15,34,98,411

3) Real Estate Development 15,98,38,412

TOTAL 35,01,17,000

(including Erection Charges) 1,60,10,507

2,52,81,904

2,04,34,125

6,17,26,536

12,00,745

(1,09,50,212)

(1,90,07,947)

83,75,820

Unallocable Income 1,53,59,938 1,60,91,234

(4,34,75,001)

Tax Expense(Including Provision for Tax & Deferred Tax) 42,44,447

(4,77,19,448)

1,59,82,183

17,30,40,520

17,03,03,369

4) Unallocable assets less liabilities 2,56,77,130 3,33,36,000

39,26,62,072





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38) ADDITIONAL INFORMATION

1) ANALYSIS OF RAW MATERIAL CONSUMED

CASTINGS 74,

STEEL 28,95,545

OTHERS

TOTAL

438 1,45,891

39,38,921

91,88,749 1,12,73,656

1,21,58,732 1,53,58,468

% of Total Consumption


(Amount in `)


39) Previous year’s figures have been regrouped and re-classified wherever necessary to correspond with the current year classification / disclosure.

Value in `


(Director)

As per our Report of even dateFor MANUBHAI & SHAH LLPChartered AccountantsFRN 106041W/W/100136MR. ASHISH N. SHAHPartnerMembership No. 103750Mumbai, May 30, 2016


Mr. Shivakumar Aiyar (Chief Financial Officer)Mumbai, May 30, 2016.


(Director)



2) Purchase of Stock in trade includes Motors, Brake Shoe, Gear Box Assembly

3) Turnover :

Products :

a) Manufactured Goods

Pre -Cast Concrete Products (Pipes & Manholes) 1,53,04,150

b) Traded Goods 1,23,32,487

c) Real Estate 5,98,31,209

4) Value of Imported & Indigenous Raw Materials & Spares Consumed & Percentage of each to Total

Consumption

RAW MATERIALS CONSUMED

IMPORTED 2015 - 16 4,06,811 3.30

(2014 - 15) - -

INDIGENOUS 2015 - 16 1,17,51,921 96.70

(2014 - 15) ( 100

2015 - 16 1,21,58,732 100

(2014 - 15) 100

1,53,58,468)

TOTAL 1,53,58,468

STORES & SPARES CONSUMED

IMPORTED 2015 - 16 - -

(2014 - 15) (2,35,430) (19)

INDIGENOUS 2015- 16 4,78,838 100

(2014 - 15) (10,18,955) 81

2015 - 16 4,78,838 100

TOTAL (2014 - 15) (12,54,385) 100

5) VALUE OF IMPORTS ON CIF BASIS

RAW MATERIALS (INCLUDING COMPONENTS) 5,35,477 NIL

6) EARNINGS IN FOREIGN EXCHANGE

FOB VALUE OF EXPORT NIL NIL



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stCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2016

A. Cash Flow From Operating ActivitiesNet Profit Before Tax (3,33,49,800) Add : Depreciation & amortisation expenses 98,95,217 Provision for Sales Tax Liability 57,28,905 Interest charges 80,27,269 Interest Income (6,01,908) )Dividend Income (35,994) Interest on Staff Loan (22,516) Profit/(loss) on sale of Fixed assets - Sundry Balance w/off (Net) (11,37,829)

2,18,53,144Cash generated from Operations before working capital changes (1,14,96,656) Adjustments for Working Capital :(Increase) / Decrease in Trade and Other Receivables 59,36,035(Increase) / Decrease in Inventories 2,96,75,251

(Increase) / Decrease in Short Term Loans & Advances (1,58,760) (Increase) / Decrease in Other Current Assets (90,958)

Increase / (Decrease) in Trade Payables (50,84,715)Increase / (Decrease) in Other Current Liabilities (32,23,047)

Increase / (Decrease) in Provisions (5,712,172) Cash generated from operations 48,93,094 Income Tax paid (6,85, 639)

Net Cash flow from Operating Activities 42,07,455

B. Cash flow from Investing ActivitiesPurchase of Fixed Assets (7,69,693)Sale of Fixed Assets - (Increase)/ Decrease in Capital WIP (3,02,440) Interest of Staff Loan 22,516 Interest on Investments (FDs with Banks) 6,01,908 Dividend received 35,994

Net Cash generated / (used in) from Investing Activities (4,11,715) 9,29,739

C. Cash flow from Financing ActivitiesInterest Paid (73,64,254) Repayment of Term Loan from Bank of Maharashtra (77,59,936) Short Term Borrowings 72,74,528 Net Cash flow from/ (used in) Financing Activities (78,49,662)

Net Increase /(Decrease) in Cash and Cash Equivalents [A+B+C] (40,53,923) Cash and cash equivalents at the beginning of the year 2,32,65,620 Cash and cash equivalents at the end of the year 1,92,11,697

(4,34,75,001)1,03,44,979

56,93,37783,75,820

(28,79,595(31,079)

-(11,81,208)

2,42,725 2,05,65,018

(2,29,09,983)

(12,41,149)1,77,11,108

(Increase) / Decrease in Other non Current Assets (1,094) -11,11,510

(1,02,23,555)Increase / (Decrease) in Other Long Term Liabilities 26,57,620 -

(50,39,212)(5,72,024)

Increase / (Decrease) in Long Terms Loans & Advances (7,608,410) 170,14693,096

(2,09,00,063)(3,20,660)

(2,12,20,723)

(21,61,986)11,81,208(9,46,642)

1,52428,24,556

31,079

(83,75,820)(47,38,251)1,31,87,959

73,888

(2,02,17,097)4,34,82,7172,32,65,620



(Amount in `)


(Director)

As per our Report of even dateFor MANUBHAI & SHAH LLPChartered AccountantsFRN 106041W/W/100136

MR. ASHISH SHAHPartnerMembership No. 103750Mumbai, May 30, 2016




(Director)





FOR

M O

F P

RO

XY

SKYLINE MILLARS LIMITEDRegistered Office: Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road,

Vidyavihar (West), Mumbai - 400 086.CIN No.: L63020MH1919PLC000640 Website: www.skylinemillarsltd.com

Form No. MGT - 11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

CIN : L32300MH1981PLC023637

Name of the Company : Skyline Millars Limited

Registered Office : Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace,

Premier Road, Vidyavihar (West), Mumbai - 400 086.

Name of the Member(s) :

Registered address :

E-mail ID :

Folio No./DP ID-client ID : ____________________________ No. of Shares: ___________________________

I/We, _____________________________________________ being the Member(s) of _______________________

Shares of the above named company, hereby appoint.

1. Name: E-mail ID:

Address: Signature: or failing him/her

2. Name: E-mail ID:


3. Name: E-mail ID:


as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the 96th

ANNUAL GENERAL MEETING of the Company, to be held at Misty Violet Conference

and at any adjournment thereof in

respect of such resolutions and in such manner as are indicated below:

Hall of

“Lavender Bough” 6th Floor, next to Swaminarayan Temple, 90 Feet Road, Garodia Nagar, Ghatkopar th(East), Mumbai - 400 077 29 September, 2016 at 11.00 a.m. on



FOR

M O

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Description For Against

To receive, consider and adopt the standalone financial statements of the

Company for the financial year ended March 31, 2016.

To appoint Director in place of , who

retires by rotation and being eligible, offers himself for re-appointment.

To appoint Director in place of who

retires by rotation and being eligible, offers himself for re-appointment.

To ratify the appointment of M/s. Manubhai & Shah LLP., Chartered

Accountants, Ahmedabad, (Firm Registration no 106041W/W100136)

as the Statutory Auditors of the Company and to fix their remuneration.

. Mr. Tarak A. Patel (DIN 00166183)

Mr. Shilpin K. Tater (DIN02820572)

Resolution No.

1.

2.

3.

4.

Signed this ........................................................ day ............................. 2016

Signature ........................................................................

............................................ ................................................ ................................................

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

AFFIX` 1

REVENUESTAMP

Notes:

* 1) Please put a 'X' in the Box in the appropriate column against the respective resolutions. If you leave the

'For' or 'Against' column blank against any or all the resolutions, your Proxy will be entitled to vote in the

manner as he/she thinks appropriate.

2. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the

Companies Act, 2013, a person can act as proxy on behalf of not more than fifty Members and holding in

aggregate not more than ten percent of the total Share Capital of the Company. Members holding more

than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who

shall not act as proxy for any other Member.

3. This form of Proxy, to be effective, should be deposited at the Registered Office of the Company at :

Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road, Vidyavihar (West), Mumbai

- 400 086 not later than FORTY-EIGHT HOURS before the commencement of the aforesaid meeting.



AT

TEN

DA

NC

E S

LIP


Registered Office: Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road,

Vidyavihar (West), Mumbai - 400 086.

CIN No- L63020MH1919PLC000640 Website: www.skylinemillarsltd.com

ATTENDANCE SLIP

NINETY SIXTH ANNUAL GENERAL MEETING

Name of the Member(s) :

Registered address :

E-mail ID :

Folio No./DP ID-client ID : _________________________________ No. of Shares: ________________________

I/We hereby record my/our presence at the 96th ANNUAL GENERAL MEETING of the Company held at

Note: Please complete this slip and hand it over at the entrance of the Meeting venue.

_________________________

Member's/Proxy's Signature

Misty

Violet Conference

on

Hall of “Lavender Bough” 6th floor next to Swaminarayan Temple, 90 Feet Road, Garodia thNagar, Ghatkopar (East), Mumbai - 400 077 29 September, 2016 at 11.00 a.m.

* Only Member who have not updated their PAN with Company / Depository Participant shall use

default PAN in the Pan field.

Note: Please read the instructions printed under the Note No. 14 to the Notice of Ninety-Sixth

Annual General Meeting dated August 11, 2016. The e-Voting period starts from 9.00 a.m.

on Monday, September 26, 2016 and ends at 5.00 p.m. on September 28, 2016.

The e-voting module shall be disabled by CDSL for voting thereafter.

Wednesday,

EVSN (Electronic Voting Sequence Number *Default PAN



NOTES

Annual Report (1) - Skyline Millars Ltdskylinemillarsltd.com/wp-content/uploads/2016/10/SML...Ganesh...

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